Common use of Closing Date Conditions Clause in Contracts

Closing Date Conditions. The obligation of the Investor to purchase the Notes hereunder shall be subject to the satisfaction on the Closing Date of the conditions precedent set forth below: (a) The Company shall have delivered to the Investor the Notes and this Agreement, each dated the Closing Date. (b) The Company shall have delivered to the Investor an executed copy of a certificate of the Company, dated the Closing Date, substantially in the form set forth in Exhibit C hereto together with the attachments specified therein. (c) The Company shall have delivered to the Investor (i) a certificate, dated the Closing Date, of a senior officer of the Company (the statements made in which to have been true and correct on and as of the Closing Date): (x) attaching copies, certified by such officer as true and complete, of the Company’s certificate of incorporation and bylaws (together with any and all amendments thereto); (y) attaching copies, certified by such officer as true and complete, of resolutions of the board of directors (or other governing body) of the Company authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Note Documents and the transactions contemplated herein and therein; and (x) setting forth the incumbency of the officer or officers of the Company who executed and delivered this Agreement and the other Note Documents including therein a signature specimen of each such officer or officers; and (ii) certificates of the appropriate Governmental Authority of the jurisdiction of formation of the Company and its Subsidiaries, stating that the Company and its Subsidiaries were in good standing under the laws of such jurisdiction as of the Closing Date (or such earlier date as shall be reasonably acceptable to the Investor). (d) No event shall have occurred and be continuing that (i) constitutes a Default or an Event of Default or (ii) could reasonably be expected to constitute a Material Adverse Effect. (e) All necessary governmental and third-party approvals, consents and filings required for the issuance of the Notes and entry into the other Note Documents shall have been obtained or made and shall remain in full force and effect.

Closing Date Conditions. The obligation Lender shall have received (2 copies of the Investor each) on or prior to purchase the Notes hereunder shall be subject to the satisfaction on the Closing Date of and shall continue to hold, in form and substance satisfactory to the conditions precedent set forth belowLender and the Lender's counsel: (ai) The Company shall have delivered this Agreement duly executed by the Borrower; (ii) certified copies of the articles of amalgamation and amendment, if applicable, of the Borrower and its borrowing by-laws; (iii) evidence reasonably satisfactory to the Investor Lender and the Notes and this Agreement, Lender's counsel that each dated the Closing Date. (b) The Company shall have delivered to the Investor an executed copy of a certificate of the Companyrepresentations and warranties herein is true and accurate in all material respects, dated the Closing DateBorrower is in compliance in all material respects with all of its covenants and obligations herein, substantially no Event of Default or Incipient Event of Default has occurred, there has not occurred any material adverse change in the form set forth in Exhibit C hereto together with Borrower since August 31, 1996 and the attachments specified therein. (c) The Company shall have delivered to the Investor (i) a certificateBorrower has, dated the Closing Date, of a senior officer of the Company (the statements made in which to have been true and correct on and as of the Closing Date): , met its financial projections delivered to the Lender; (iv) the Cdn. Dollar Grid Note; (v) the U.S. Dollar Grid Note; (vi) the Term Note; (vii) a general security agreement in form and substance satisfactory to the Lender (the "GSA"); (viii) a general assignment of book debts of the Borrower, in form and substance satisfactory to the Lender (the "GABD"); (ix) the Subordination Agreement; (x) attaching copiesa mortgage on the Lands in form and substance satisfactory to the Lender (the "Mortgage"); (xi) intentionally deleted; (xii) landlord, certified by such officer as true mortgagee, warehouseman, bailee and complete, of the Company’s certificate of incorporation consignee waivers and bylaws (together consents with any and all amendments thereto); (y) attaching copies, certified by such officer as true and complete, of resolutions of the board of directors (or other governing body) of the Company authorizing and approving the execution, delivery and performance respect to each location not owned by the Company of this Agreement Borrower where Inventory may be located, in form and the other Note Documents and the transactions contemplated herein and therein; and (x) setting forth the incumbency of the officer or officers of the Company who executed and delivered this Agreement and the other Note Documents including therein a signature specimen of each such officer or officers; and (ii) certificates of the appropriate Governmental Authority of the jurisdiction of formation of the Company and its Subsidiaries, stating that the Company and its Subsidiaries were in good standing under the laws of such jurisdiction as of the Closing Date (or such earlier date as shall be reasonably substance acceptable to the Investor).Lender and the Lender's counsel; (dxiii) No event shall have occurred each of the documents listed in EXHIBIT 8.1(a), in form and be continuing that (i) constitutes a Default or an Event of Default or (ii) could reasonably be expected substance satisfactory to constitute a Material Adverse Effect.the Lender; (exiv) All necessary governmental Phase I Environmental Audit in form and third-party approvalscontent satisfactory to the Lender confirming the absence of any environmental problems or concerns with respect to the Lands; (xv) a pledge of funds agreement together with a deposit of cash collateral in the amount of one hundred and fifty thousand ($150,000) dollars to secure the Borrower's obligations to Mara Xxxxxx; xxd (xvi) the Lender's customary agreements and all documents, consents instruments, financial statements, consents, evidences of corporate authority, certificates, insurance certificates, opinions of legal counsel and filings such other writings to confirm and effectuate the lending transactions and the matters referred to herein as may be required for by the issuance of Lender and its counsel acting reasonably, all duly executed and/or delivered by the Notes and entry into the other Note Documents shall have been obtained or made and shall remain in full force and effectBorrower.

Closing Date Conditions. The obligation Agent shall have received (3 copies ----------------------- of the Investor to purchase the Notes hereunder shall be subject each) on or prior to the satisfaction on Closing Date, and shall continue to hold, in form and substance satisfactory to the Closing Date of the conditions precedent set forth belowAgent and Lenders and Agent's counsel: (a) The Company shall have delivered to this Agreement duly executed by each Borrower and the Investor the Notes and this Agreement, each dated the Closing Date.Guarantor; (b) The Company shall have delivered to the Investor an executed copy of a certificate certified copies of the Companyarticles or certificates of incorporation, dated the Closing Dateamalgamation and amendment, substantially in the form set forth in Exhibit C hereto together with the attachments specified therein. (c) The Company shall have delivered to the Investor (i) a certificate, dated the Closing Dateif applicable, of a senior officer of each Borrower and the Company (the statements made in which to have been true Guarantor, its borrowing by-laws and correct on and as of the Closing Date): (x) attaching copies, certified by such officer as true and complete, of the Company’s certificate of incorporation and bylaws (together with any and all amendments thereto); (y) attaching copies, certified by such officer as true and complete, of resolutions of the its board of directors (or other governing body) of the Company authorizing and approving the its execution, delivery and performance by the Company of this Agreement and the other Note Loan Documents to be signed by it; (c) evidence reasonably satisfactory to the Agent and Lenders and the transactions contemplated herein and therein; and (x) setting forth the incumbency Agent's counsel that each of the officer or officers representations and warranties herein is true and accurate in all material respects, each Borrower and the Guarantor is in compliance in all material respects with all of its covenants and obligations herein, no Event has occurred, and there has not occurred any change in any of the Company who executed and delivered this Agreement and the other Note Documents including therein a signature specimen of each such officer or officers; and (ii) certificates of the appropriate Governmental Authority of the jurisdiction of formation of the Company and Borrowers since its Subsidiaries, stating that the Company and its Subsidiaries were in good standing under the laws of such jurisdiction as of the Closing Date (or such earlier date as shall be reasonably acceptable to the Investor). (d) No event shall have occurred and be continuing that (i) constitutes a Default or an Event of Default or (ii) last Fiscal Year end which could reasonably be expected to constitute give rise to a Material Adverse Effect.; (d) a General Hypothec of Moveables of each Borrower and the Guarantor on terms satisfactory to the Agent (collectively, the "Hypothecs"); --------- (e) All necessary governmental and third-party approvals, consents and filings required for the issuance a general security agreement of each of the Notes Canadian Borrower and entry into the Guarantor, on terms satisfactory to the Agent (the "GSAs"); ---- (f) except as otherwise permitted by the Agent and the Lenders, mortgagee, warehouseman, bailee, processor and consignee waivers and consents with respect to each location not owned by a Borrower or the Guarantor where Inventory may be located, in form and substance acceptable to the Agent and Agent's counsel; (g) the Altro Support Agreement; (h) a copy of the Ark asset purchase agreement; (i) the U.S. Security Documents of the U.S. Borrowers, satisfactory to the Agent; (j) each of the other Note Documents shall have been obtained or made Loan Documents, including the documents listed in Exhibit L, in form and shall remain substance satisfactory to the Agent; (k) the favourable opinion of each Borrower's and the Guarantor's counsel (Ontario, Quebec and local counsel as required by the Agent and Lenders), addressed to the Agent, each of the Lenders and Agent's counsel, such opinions to speak to the status and formation of each Borrower and the Guarantor and its qualification to carry on business in full force each jurisdiction where it does so, the due authorization, execution, delivery and effectenforceability in accordance with their terms of all Loan Documents, and otherwise in form and scope satisfactory to the Agent, the Lenders and Agent's counsel; and (l) the Agent's and Lender's customary agreements and all documents, instruments, financial statements, consents, evidences of corporate authority, certificates, insurance certificates, opinions of legal counsel and such other writings to confirm and effectuate the lending transactions and the matters referred to herein as may be required by the Agent and its counsel, all duly executed and/or delivered by each Borrower and the Guarantor.

Closing Date Conditions. The obligation of the each Investor to purchase the Notes hereunder shall be subject to the satisfaction on the Closing Date of the conditions precedent set forth below: (a) The Company shall have delivered to the Investor Investors the Notes and this Agreement, each dated the Closing Date. (b) The Company shall have delivered to the Investor Investors an executed copy of of: (i) a certificate of the Company, dated the Closing Date, substantially in the form set forth in Exhibit C hereto together with the attachments specified therein; and (ii) an opinion of counsel to the Company, dated the Closing Date, in form and substance reasonably acceptable to the Investors. (c) The Company shall have delivered to the Investor Investors (i) a certificate, dated the Closing Date, of a senior officer of the Company each Credit Party (the statements made in which to have been true and correct on and as of the Closing Date): (x) attaching copies, certified by such officer as true and complete, of the Companysuch Credit Party’s certificate of incorporation and bylaws (together with any and all amendments thereto); (y) attaching copies, certified by such officer as true and complete, of resolutions of the board of directors (or other governing body) of the Company such Credit Party authorizing and approving the execution, delivery and performance by the Company such Credit Party of this Agreement and the other Note Documents and the transactions contemplated herein and therein; and (x) setting forth the incumbency of the officer or officers of the Company such Credit Party who executed and delivered this Agreement and the other Note Documents including therein a signature specimen of each such officer or officers; and (ii) certificates of the appropriate Governmental Authority of the jurisdiction of formation of the Company such Credit Party and its Subsidiaries, stating that the Company such Credit Party and its Subsidiaries were in good standing under the laws of such jurisdiction as of the Closing Date (or such earlier date as shall be reasonably acceptable to the InvestorInvestors). (d) No event shall have occurred and be continuing that (i) constitutes a Default or an Event of Default or (ii) could reasonably be expected to constitute a Material Adverse Effect. (e) All necessary governmental and third-party approvals, consents and filings required for the issuance of the Notes and entry into the other Note Documents shall have been obtained or made and shall remain in full force and effect.

Closing Date Conditions. The obligation Agent, subject to paragraph (f) below, shall have received three (3) copies of each of the Investor to purchase the Notes hereunder shall be subject following on or prior to the satisfaction on the Closing Date Date, and shall continue to hold an original of each of the conditions precedent set forth belowfollowing, in form and substance satisfactory to the Agent and Lenders and Agent’s counsel: (a) The Company shall have delivered to this Agreement duly executed by the Investor the Notes and this Agreement, each dated the Closing Date.Borrower; (b) The Company shall have delivered to the Investor an executed copy of a certificate certified copies of the Companyarticles or certificates of amalgamation and amendments, dated the Closing Date, substantially in the form set forth in Exhibit C hereto together with the attachments specified therein. (c) The Company shall have delivered to the Investor (i) a certificate, dated the Closing Date, of a senior officer of the Company (the statements made in which to have been true and correct on and as of the Closing Date): (x) attaching copies, certified by such officer as true and completeif applicable, of the Company’s certificate of incorporation Borrower, its borrowing by-laws and bylaws (together with any and all amendments thereto); (y) attaching copies, certified by such officer as true and complete, of resolutions of the its board of directors (or other governing body) of the Company authorizing and approving the its execution, delivery and performance by the Company of this Agreement and the other Note Loan Documents to be signed by it; (c) evidence satisfactory to the Agent and Lenders and the transactions contemplated herein and therein; and (x) setting forth the incumbency Agent’s counsel that each of the officer representations and warranties herein is true and accurate, the Borrower is in compliance with all of its covenants and obligations herein, no Event of Default has occurred, and there has not occurred any material adverse change in the business, operations, property, profits or officers prospects of the Company who executed and delivered this Agreement and the other Note Documents including therein a signature specimen of each such officer or officers; and (ii) certificates of the appropriate Governmental Authority of the jurisdiction of formation of the Company and its SubsidiariesBorrower since December 31, stating that the Company and its Subsidiaries were in good standing under the laws of such jurisdiction as of the Closing Date (or such earlier date as shall be reasonably acceptable to the Investor).2003; (d) No event shall have occurred security agreements in respect of Receivables Collateral and be continuing that Inventory (ithe “Security Agreements”) constitutes a Default or an Event of Default or (ii) could reasonably be expected by the Borrower, on terms satisfactory to constitute a Material Adverse Effect.the Agent; (e) All necessary governmental and third-party approvals, consents and filings required for the issuance Collection Account Agreements; (f) each of the Notes other Loan Documents, including the documents listed in Exhibit M, in form and entry into substance satisfactory to the Agent; (g) evidence satisfactory to the Agent that the 2004 Note Transaction has closed; (h) the favourable opinion of the Borrower’s counsel and local counsel as required by the Agent and Lenders, addressed to the Agent and each of the Lenders and Agent’s counsel, such opinions to address the status and formation of the Borrower and its qualification to carry on business in each jurisdiction where it does so, the due authorization, execution, delivery and enforceability (subject to usual and acceptable qualifications) in accordance with their terms of all Loan Documents and otherwise in form and scope satisfactory to the Agent, the Lenders and Agent’s counsel; and (i) the Agent’s customary agreements, including all documents, instruments, financial statements, consents, evidences of corporate authority, certificates, insurance certificates and such other Note Documents shall have been obtained or made writings to confirm and shall remain in full force effectuate the lending transactions and effectthe matters referred to herein as may be required by the Agent and its counsel, all duly executed and/or delivered by the Borrower, and the Lenders and the Agent are satisfied therewith.

Closing Date Conditions. The obligation of the Investor Holder to purchase the Notes Note hereunder shall be subject to the satisfaction or waiver on the Closing Date of the conditions precedent set forth below:. For the avoidance of doubt, at the sole election of the Holder, the Holder may waive the condition set forth in Clause (b) below and proceed with the Closing, on the condition that the Bank LC be delivered at a time after the Closing Date to be designated by the Holder at such Closing; provided that if the Bank LC is not delivered at the designated time, this Agreement shall be unwound and the Company shall reimburse the Purchase Price to Holder and cancel the Note, and the Parties shall take all such other actions as reasonably necessary to unwind the actions taken in connection with this Agreement, including, but not limited to, canceling the Note and procuring resignation of the Investor Director from the Board of Directors. (a) The Company shall have delivered to the Investor Holder the Notes and this Agreement, each Note dated the Closing Date. (b) The Company Holder shall have delivered to received the Investor an executed copy of a certificate of the Company, dated the Closing Date, substantially in the form set forth in Exhibit C hereto together with the attachments specified thereinBank LC. (c) The Company Founder Guarantor shall have delivered to executed the Investor (i) a certificate, dated the Closing Date, of a senior officer Founder Guarantee in favor of the Company (Holder, substantially in the statements made in form attached as Exhibit C hereto, pursuant to which to have been true and correct on and as of the Closing Date): (x) attaching copies, certified by such officer as true and complete, of Mr. Jia will be jointly liable for the Company’s certificate of incorporation and bylaws (together with any and all amendments thereto); (y) attaching copiesobligations hereunder, certified by such officer as true and complete, of resolutions of the board of directors (or other governing body) of the Company authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Note Documents and the transactions contemplated herein and therein; and (x) setting forth the incumbency of the officer or officers of the Company who executed and delivered this Agreement and the other Note Documents including therein a signature specimen of each such officer or officers; and (ii) certificates of the appropriate Governmental Authority of the jurisdiction of formation of the Company and its Subsidiaries, stating that the Company and its Subsidiaries were in good standing under the laws of such jurisdiction as of the Closing Date (or such earlier date as which guarantee shall be reasonably acceptable to the Investor)irrevocable. (d) The Registration Rights Agreement shall have been duly executed. (e) The Holder shall have received board or committee resolutions (x) expanding the number of Directors to seven (7), and (y) consenting to the nomination for stockholder approval the Investor Director nominated by the Holder effective upon Closing. (f) No event shall have occurred and be continuing that (i) constitutes a Default or an Event of Default or (ii) could reasonably be expected to constitute a Material Adverse Effect, in each case both as of the date of this Agreement and as of the date of issuance of the Note hereunder. (eg) The representations and warranties made by the Company in Section 8.02 hereof and in the other Note Documents shall be true and correct in all material respects as of the Closing Date, before and after giving effect to the issuance of the Note hereunder (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects). (h) The Holder shall have received an opinion from outside counsel to the Company, dated the Closing Date, in the form mutually agreed by the Parties hereto prior to the date hereof. (i) All necessary shareholder and board consents, as applicable, and all necessary governmental and third-party approvals, consents and filings required for filings, including in connection with the issuance of the Notes Note and entry into the other Note Documents shall have been obtained or made and shall remain in full force and effect. (j) An officer’s certificate certifying to the fulfillment of the conditions by the Company as set forth in Clauses (f), (g) and (i). (k) A certificate of the Secretary of the Company, dated as of the Closing, certifying (i) the resolutions by the board of directors approving the Note Documents and the transactions contemplated therein, and providing for adequate reservation of shares for the conversion of the Note, (ii) the current versions of the certificate of incorporation and by-laws of the Company, as amended through the Closing Date, and (iii) signatures and authority of persons signing the Note Documents. (l) In the event that the Closing Date shall not have occurred prior to 5:00 p.m. on May 31, 2015, this Agreement shall automatically terminate other than Sections 11.03, 11.05, 11.12 and 11.13, unless extended at the discretion of the Holder.

Closing Date Conditions. The obligation effectiveness of this First Incremental Agreement and the initial borrowing of the Investor to purchase Incremental Term Loans shall become effective on the Notes hereunder date upon which all of [[3630930]] the following shall have been satisfied (the “Closing Date”; provided that such date shall be subject no later than January 15, 2017): (i) the Administrative Agent (or its counsel) shall have received either (A) counterparts of this First Incremental Agreement or (B) written evidence reasonably satisfactory to the satisfaction Administrative Agent (which may include facsimile or electronic mail transmission in accordance with Section 9.01 of the Credit Agreement) that such party has signed a counterpart of this First Incremental Agreement that, when taken together, bear the signatures of the U.S. Borrower, the Guarantors, the Administrative Agent and the Initial Lenders; all reasonable and documented or invoiced out-of-pocket costs and expenses (including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Initial Lenders) of the Initial Lenders and the Administrative Agent incurred in connection with the transactions contemplated hereby for which invoices have been presented at least three Business Days prior to the Closing Date shall, to the extent required to be reimbursed or paid by the U.S. Borrower, have been paid; (ii) the fees set forth in the Engagement Letter dated as of December 14, 2016, among Holdings, the U.S. Borrower, JPMorgan Chase Bank, N.A. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, that are required to be paid on the Closing Date shall have been paid; (iii) the Administrative Agent (or its counsel) shall have received the executed legal opinions, each in form reasonably satisfactory to the Administrative Agent, of (i) Cravath, Swaine & Xxxxx LLP, special counsel to Holdings and the Guarantors organized under the laws of New York, (ii) Xxxxxxxx, Xxxxxx & Finger, P.A., special counsel to the U.S. Borrower and the Guarantors organized under the laws of Delaware, (iii) Xxxxxxx and Xxxxxxx, special counsel to the Guarantors organized under the laws of Nevada, (iv) Xxxxxx, Xxxxx & Bockius LLP, special counsel to the Guarantors organized under the laws of Pennsylvania and (v) Xxxx Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel to the Guarantors organized under the laws of Indiana, or, in each case, such other legal counsel as may be reasonably acceptable to the Administrative Agent; (iv) the Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the conditions precedent set forth below:Loan Parties (to the extent such concept is applicable in the relevant jurisdiction) and the authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel (it being understood and agreed that no secretary certificates shall be required to the extent a Responsible Officer of the U.S. Borrower certifies that the secretary certificates delivered on the Closing Date (as defined in the Credit Agreement) remain true and complete in all material respects); (av) The Company the Administrative Agent shall have delivered received a certificate attesting to the Investor Solvency of the Notes U.S. Borrower and this Agreement, each dated its Subsidiaries (taken as a whole on a consolidated basis) on the Closing Date. (b) The Company shall have delivered Date after giving effect to the Investor an executed copy of a certificate of the Company, dated Transactions to occur on the Closing Date, substantially in from a Financial Officer of the form U.S. Borrower; [[3630930]] (vi) the Administrative Agent shall have received a certificate from an officer of the U.S. Borrower dated the Closing Date certifying that (a) the representations and warranties of each Loan Party set forth in Exhibit C hereto together with the attachments specified therein. (c) The Company shall have delivered to the Investor (i) a certificate, dated the Closing Date, Section 11 of a senior officer of the Company (the statements made in which to have been this First Incremental Agreement are true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the Closing Date): Date before and after giving effect to this First Incremental Agreement except where any representation and warranty is expressly made as of a specific earlier date, such representation and warranty shall be true in all material respects as of any such earlier date and (xb) attaching copies, certified by such officer as true no Default or Event of Default has occurred and complete, is continuing; (vii) the Administrative Agent and the Initial Lenders shall have received a Borrowing Request in respect of the Company’s certificate of incorporation Incremental Term Loans; and (viii) the Initial Lenders shall have received, at least three Business Days prior to the Closing Date, all documentation and bylaws (together with any and all amendments thereto); (y) attaching copies, certified other information reasonably requested in writing by such officer as true and complete, of resolutions of the board of directors (or other governing body) of the Company authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Note Documents and the transactions contemplated herein and therein; and (x) setting forth the incumbency of the officer or officers of the Company who executed and delivered this Agreement and the other Note Documents including therein a signature specimen of each such officer or officers; and (ii) certificates of the appropriate Governmental Authority of the jurisdiction of formation of the Company and its Subsidiaries, stating that the Company and its Subsidiaries were in good standing under the laws of such jurisdiction as of them at least ten Business Days prior to the Closing Date (or such earlier date as shall be reasonably acceptable in order to allow the Investor)Initial Lenders to comply with the Act. (d) No event shall have occurred and be continuing that (i) constitutes a Default or an Event of Default or (ii) could reasonably be expected to constitute a Material Adverse Effect. (e) All necessary governmental and third-party approvals, consents and filings required for the issuance of the Notes and entry into the other Note Documents shall have been obtained or made and shall remain in full force and effect.

Closing Date Conditions. The obligation obligations of the Investor Lenders to purchase make the Notes Initial Loans hereunder shall be on the Closing Date are subject to the satisfaction on the Closing Date of the conditions precedent set forth belowfollowing conditions: (a) The Company Administrative Agent shall have delivered to the Investor the Notes and this Agreement, each dated the Closing Datereceived a notice of such Borrowing as required by Section 2.02 (or such notice shall have been deemed given in accordance with Section 2.02). (b) The Company representations and warranties set forth in Article III and in each other Loan Document shall have delivered to the Investor an executed copy of a certificate of the Company, dated be true and correct in all material respects on the Closing Date, substantially in except to the form set forth in Exhibit C hereto together with the attachments specified thereinextent such representations and warranties expressly relate to an earlier date. (c) The Company Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Loan, no Default or Event or Default shall have delivered occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Bxxxx & MxXxxxxx LLP, counsel for the Borrower, substantially to the Investor effect set forth in Exhibit F, which opinion shall be (i) dated the Closing Date and (ii) addressed to the Administrative Agent and the Lenders. The Borrower hereby requests such counsel to deliver such opinions. (e) All legal matters incident to this Agreement, the Borrowing and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent. (f) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the State of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above. (g) The Administrative Agent shall have received a certificate, dated the Closing DateDate and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of this Section 4.01. (h) The Lenders shall have received a senior certificate from the chief financial officer of the Company (Borrower certifying that the statements made in which Borrower and the Subsidiaries, on a consolidated basis after giving effect to have been true and correct the Transactions to occur on and as of the Closing Date): , are solvent. (xi) attaching copies, certified by such officer as true and complete, All Indebtedness in respect of the Company’s certificate Seller Subordinated Notes shall have been fully subordinated to the Obligations and each obligee in respect of incorporation Seller Subordinated Notes shall have entered into subordination agreements in form and bylaws (together with any and all amendments thereto); (y) attaching copies, certified by such officer as true and complete, of resolutions of the board of directors (or other governing body) of the Company authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Note Documents and the transactions contemplated herein and therein; and (x) setting forth the incumbency of the officer or officers of the Company who executed and delivered this Agreement and the other Note Documents including therein a signature specimen of each such officer or officers; and (ii) certificates of the appropriate Governmental Authority of the jurisdiction of formation of the Company and its Subsidiaries, stating that the Company and its Subsidiaries were in good standing under the laws of such jurisdiction as of the Closing Date (or such earlier date as shall be substance reasonably acceptable to the Investor)Administrative Agent effecting such subordination. (dj) No event All requisite governmental authorities and material third parties shall have occurred approved or consented to the Transactions and the other transactions contemplated hereby to the extent required and all applicable appeal periods shall have expired or been earlier terminated; and there shall not be continuing any pending or threatened litigation, governmental, administrative or judicial action that (i) constitutes a Default or an Event of Default or (ii) could reasonably be expected to constitute a Material Adverse Effectrestrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (ek) All necessary governmental and third-party approvals, consents and filings required for the issuance of the Notes and entry into the other Note Documents The Lenders shall have been obtained or made received, to the extent requested, all documentation and shall remain in full force other information required by regulatory authorities under applicable “know your customer” and effectanti-money laundering rules and regulations, including the USA Patriot Act.

Closing Date Conditions. The obligation of the Investor each Holder to purchase the Notes hereunder shall be subject to the satisfaction or waiver on the Closing Date of the conditions precedent set forth below: (a) : The Company shall have delivered to the Investor Holders the Notes and related Guarantees and this Agreement, each dated the Closing Date. (b) . The Company shall have delivered to the Investor Holders an executed copy of of: a certificate of the Company, dated the Closing Date, substantially in the form set forth in Exhibit C B hereto together with the attachments specified therein. (c) ; and an opinion of Xxxxxx & Xxxxxxx LLP, dated the Closing Date, in form and substance reasonably acceptable to the Holders. The Company shall have delivered to the Investor (i) Holders a certificate, dated the Closing Date, of a senior officer of the Company each Credit Party (the statements made in which to have been true and correct on and as of the Closing Date): (xi) attaching copies, certified by such officer as true and complete, of the Company’s each Credit Party's certificate of incorporation and bylaws or other organizational documents (together with any and all amendments thereto)) certified by the appropriate Governmental Authority as being true, correct and complete copies; (yii) attaching copies, certified by such officer as true and complete, of resolutions of the board Board of directors (or other governing body) Directors of the Company each Credit Party authorizing and approving the execution, delivery and performance by the Company each Credit Party of this Agreement and the other Note Notes Documents and the transactions contemplated herein and therein; and (xiii) setting forth the incumbency of the officer or officers of the Company each Credit Party who executed and delivered this Agreement and the other Note Notes Documents including therein a signature specimen of each such officer or officers; and (iiiv) attaching copies, certified by such officer as true and complete, of certificates of the appropriate Governmental Authority of the jurisdiction of formation of the Company and its Subsidiariesformation, stating that the Company and its Subsidiaries were in good standing under the laws of such jurisdiction as of the Closing Date (or such earlier date as shall be reasonably acceptable to the InvestorHolders). . The Company, the Guarantors and the Lender (das defined in the Credit Agreement) shall have executed and delivered the Credit Agreement and the Company shall have received the net proceeds from borrowings under the Additional Tranche C Loans (as defined in the Credit Agreement). Healthcare Royalty Partners II, L.P. shall have exercised setoff pursuant Section 2.01(b)(ii) with respect to all fees and expenses due to Holders on the Closing Date. No event shall have occurred and be continuing that (i) constitutes a Default or an Event of Default or (ii) could reasonably be expected to constitute a Material Adverse Effect. , in each case both as of the date of this Agreement and as of the date of issuance of any Notes hereunder. The representations and warranties made by each Credit Party in Section 8.2 hereof and in the other Notes Documents shall be true and correct in all material respects as of the Closing Date, before and after giving effect to the issuance of the Notes hereunder (e) except that any representation or warranty that is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects). All necessary governmental and third-party approvals, consents and filings required for filings, including in connection with the issuance of the Notes and entry into the other Note Notes Documents shall have been obtained or made and shall remain in full force and effect. In the event that the Closing Date shall not have occurred prior to 5:00 p.m. on July 31, 2014, this Agreement shall automatically terminate other than Sections 11.08, 15.04, 15.08, 15.16 and 15.17.