Common use of Conditions of the Initial Purchasers’ Obligations Clause in Contracts

Conditions of the Initial Purchasers’ Obligations. The obligation of the Initial Purchaser to purchase and pay for the Notes shall, in its sole discretion, be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date: (a) On the Closing Date, the Initial Purchaser shall have received (i) the opinion, dated as of the Closing Date and addressed to the Initial Purchaser, of Locke Liddell & Sapp LLP, xxxxsex xxx xhe Company, in form and substance reasonably satisfactory to counsel for the Initial Purchaser, to the effect set forth in Exhibit A, (ii) the opinion, dated as of the Closing Date and addressed to the Initial Purchaser, of Meilicke Hoffman & Partnxx, Xxxmax xxxxsel to the Company, in form and substance reasonably satisfactory to counsel for the Initial Purchaser, to the effect set forth in Exhibit B, (iii) the opinion, dated as of the Closing Date and addressed to the Initial Purchaser, of Bech-Bruun Dragsted Law Fxxx, Xxxxsh counsel to the Company, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect set forth in Exhibit B, (iv) the opinion, dated as of the Closing Date and addressed to the Initial Purchaser, of Narbarro Nathanson, United Kingdom xxxxxxx xo the Company, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect set forth in Exhibit B, and (v) the opinion, dated as of the Closing Date and addressed to the Initial Purchaser, of MB & Associes, French counsel to the Company, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect set forth in Exhibit B. (b) On the Closing Date, the Initial Purchaser shall have received the opinion, in form and substance satisfactory to the Initial Purchaser, dated as of the Closing Date and addressed to the Initial Purchaser, of Cahill Gordon & Reindel LXX, xxxxxxx for xxx Xxitial Purchaser, with respect to certain legal matters relating to this Agreement and such other related matters as the Initial Purchaser may reasonably require. In rendering such opinion, Cahill Gordon & Reindel XXX xxxll xxxx xxceived and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such matters. (c) The Initial Purchaser shall have received from the Independent Accountants a comfort letter or letters dated no later than November 23, 2004 and as of the Closing Date, in form and substance reasonably satisfactory to counsel for the Initial Purchaser. (d) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company's officers made in any certificate signed by them delivered on or as of the Closing Date in accordance with the provisions hereof shall be true and correct on and as of the date made and on and as of the Closing Date; the Company shall have performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and, except as described in the Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), subsequent to the date of the most recent financial statements in such Offering Memorandum, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (e) The sale of the Notes hereunder shall not be enjoined (temporarily or permanently) on the Closing Date. (f) Subsequent to the date of the most recent financial statements in the Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, organized labor dispute, labor slowdown or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (g) The Initial Purchaser shall have received a certificate of the Company, dated the Closing Date, signed on behalf of the Company by its Chief Executive Officer or any President or Vice President and the Chief Financial Officer, to the effect that: (i) The representations and warranties of the Company contained in this Agreement are true and correct on and as of the date hereof and on and as of the Closing Date, and the Company has performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (ii) At the Closing Date, since the date hereof or since the date of the most recent financial statements in the Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no event or development has occurred, and no information has become known, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect; and (iii) The sale of the Notes hereunder has not been enjoined (temporarily or permanently). (h) On the Closing Date, the Initial Purchaser shall have received the Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at the Closing Date. (i) On or before the Closing Date, the Company shall have caused to be delivered the following documents and instruments with regard to the Collateral: (i) to the Trustee (with a copy to the Initial Purchaser), evidence of all registrations or filings in each of the offices where such registrations or filings are necessary or, in the opinion of the Initial Purchaser, desirable to perfect the Liens created or intended to be created thereby; (ii) to the Initial Purchaser and the Trustee, evidence satisfactory to them of the payment of all filing fees and taxes in connection with the filings and registrations contemplated in clause (i) above and acknowledgment copies of all such filings; and (iii) to the Initial Purchaser and the Trustee, evidence as may be reasonably requested that all other actions necessary to perfect and, subject to Liens expressly permitted to exist by the terms of the applicable Security Document, protect the Liens created or intended to be created by the Security Documents have been taken. On or before the Closing Date, the Initial Purchaser and counsel for the Initial Purchaser shall have received from the Company such further documents, opinions, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs of the Company and the Subsidiaries as they shall have heretofore reasonably requested from the Company. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Initial Purchaser and counsel for the Initial Purchaser. The Company shall furnish to the Initial Purchaser such conformed copies of such documents, opinions, certificates, letters, schedules and instruments in such quantities as the Initial Purchaser shall reasonably request.

Conditions of the Initial Purchasers’ Obligations. The obligation several obligations of the Initial Purchaser to purchase and pay for the Notes shall, in its sole discretion, be Purchasers hereunder are subject to the satisfaction or waiver accuracy of the following conditions representations and warranties on or prior the part of the Company on the date hereof, at the time of purchase and, if applicable, at the additional time of purchase, the performance by the Company of its obligations hereunder and to the Closing Datefollowing additional conditions precedent: (a) On The Company shall furnish to you at the Closing Datetime of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxxxx Godward Kronish LLP, counsel for the Company, addressed to the Initial Purchaser Purchasers, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Initial Purchaser, in the form set forth in Exhibit B hereto, with such changes as are acceptable to UBS. (b) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, a letter of Xxxxxx Godward Kronish LLP, counsel for the Company, addressed to the Initial Purchasers, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Initial Purchaser, in the form set forth in Exhibit C hereto, with such changes as are acceptable to UBS. (c) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxxxxxx & Xxxxxxxx, LLP, special counsel for the Company with respect to patents and proprietary rights, addressed to the Initial Purchasers, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Initial Purchaser, in the form set forth in Exhibit D hereto, with such changes as are acceptable to UBS. (d) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP, special counsel for the Company with respect to patents and proprietary rights, addressed to the Initial Purchasers, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Initial Purchaser, in the form set forth in Exhibit E hereto, with such changes as are acceptable to UBS. (e) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, a certificate of Xxxxxxx Xxxxx, Chief Accounting Officer of the Company, addressed to the Initial Purchasers, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Initial Purchaser, in the form set forth in Exhibit F hereto, with such changes as are acceptable to UBS. (f) The Company shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, a certificate of Xxxxx Xxxxxx, Senior Director, Intellectual Property, of the Company, addressed to the Initial Purchasers, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Initial Purchaser, in the form set forth in Exhibit G hereto, with such changes as are acceptable to UBS. (g) You shall have received (i) from Ernst & Young LLP letters dated, respectively, the opiniondate of this Agreement, dated as the date of the Closing Date Final Memorandum, the time of purchase and, if applicable, the additional time of purchase, and addressed to the Initial Purchasers (with executed copies for each of the Initial Purchasers) in the forms satisfactory to UBS, which letters shall cover, without limitation, the various financial disclosures contained or incorporated by reference in the Preliminary Memorandum and the Final Memorandum. (h) You shall have received from Xxxxx Xxxxxxxx LLP letters dated, respectively, the date of this Agreement, the date of the Final Memorandum, the time of purchase and, if applicable, the additional time of purchase, and addressed to the Initial Purchaser in the forms satisfactory to UBS, which letters shall cover, without limitation, the various financial disclosures with respect to Celunol Corp. contained or incorporated by reference in the Preliminary Memorandum and the Final Memorandum. (i) You shall have received at the time of purchase and, if applicable, at the additional time of purchase, the favorable opinion of Xxxxx Xxxxxxxxxx LLP, counsel for the Initial Purchaser, dated the time of Locke Liddell & Sapp LLPpurchase or the additional time of purchase, xxxxsex xxx xhe Companyas the case may be, in form and substance reasonably satisfactory to counsel for the Initial Purchaser, to the effect set forth in Exhibit A, (ii) the opinion, dated as of the Closing Date and addressed to the Initial Purchaser, of Meilicke Hoffman & Partnxx, Xxxmax xxxxsel to the Company, in form and substance reasonably satisfactory to counsel for the Initial Purchaser, to the effect set forth in Exhibit B, (iii) the opinion, dated as of the Closing Date and addressed to the Initial Purchaser, of Bech-Bruun Dragsted Law Fxxx, Xxxxsh counsel to the Company, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect set forth in Exhibit B, (iv) the opinion, dated as of the Closing Date and addressed to the Initial Purchaser, of Narbarro Nathanson, United Kingdom xxxxxxx xo the Company, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect set forth in Exhibit B, and (v) the opinion, dated as of the Closing Date and addressed to the Initial Purchaser, of MB & Associes, French counsel to the Company, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect set forth in Exhibit B. (b) On the Closing Date, the Initial Purchaser shall have received the opinion, in form and substance satisfactory to the Initial Purchaser, dated as of the Closing Date and addressed to the Initial Purchaser, of Cahill Gordon & Reindel LXX, xxxxxxx for xxx Xxitial Purchaser, with respect to certain legal matters relating to this Agreement and such other related matters as the Initial Purchaser may reasonably require. In rendering such opinion, Cahill Gordon & Reindel XXX xxxll xxxx xxceived and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such mattersUBS. (cj) The Initial Purchaser No amendment or supplement to the Preliminary Memorandum or the Final Memorandum shall have received from the Independent Accountants a comfort letter or letters dated no later than November 23, 2004 and as of the Closing Date, been made to which you shall have objected in form and substance reasonably satisfactory to counsel for the Initial Purchaserwriting. (dk) The representations At the time of purchase or additional time of purchase, as applicable, no Memorandum, and warranties of the Company contained in this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company's officers made in any certificate signed by them delivered on or as of the Closing Date in accordance with the provisions hereof shall be true and correct on and as of the date made and on and as of the Closing Date; the Company shall have performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and, except as described in the Offering Memorandum (exclusive of any no amendment or supplement thereto after thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the date hereof)statements therein, subsequent to in the date light of the most recent financial statements in such Offering Memorandumcircumstances under which they are made, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effectnot misleading. (el) The sale Company will, at the time of purchase and, if applicable, at the Notes hereunder shall not be enjoined (temporarily or permanently) on the Closing Date. (f) Subsequent additional time of purchase, deliver to the date of the most recent financial statements in the Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, organized labor dispute, labor slowdown or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (g) The Initial Purchaser shall have received you a certificate of the Company, dated the Closing Date, signed on behalf of the Company by its Chief Executive Officer or any President or Vice President and the its Chief Financial Officer, to dated the effect that: (i) The representations and warranties time of purchase or the Company contained in this Agreement are true and correct on and additional time of purchase, as of the date hereof and on and as of the Closing Datecase may be, and the Company has performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (ii) At the Closing Date, since the date hereof or since the date of the most recent financial statements in the Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no event or development has occurred, and no information has become known, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect; and (iii) The sale of the Notes hereunder has not been enjoined (temporarily or permanently)form attached as Exhibit H hereto. (hm) On the Closing Date, the Initial Purchaser You shall have received the Registration Rights Agreement copies, duly executed by the Company and the other party or parties thereto, of the Indenture and the Registration Rights Agreement. (n) You shall have received each of the signed Lock-Up Agreements referred to in Section 3(dd) hereof, and each such agreement Lock-Up Agreement shall be in full force and effect at the Closing Datetime of purchase and the additional time of purchase, as the case may be. (io) On The Company shall have furnished to you such other documents and certificates as to the accuracy and completeness of any statement in the Preliminary Memorandum or before the Closing DateFinal Memorandum as of the time of purchase and, if applicable, the additional time of purchase, as you may reasonably request. (p) The Notes shall be included in the book-entry settlement system of the DTC and designated for trading on PORTAL, subject only to notice of issuance at or prior to the time of purchase. (q) The Shares shall have been approved for quotation on the NASDAQ, subject only to notice of issuance. (r) There shall exist no event or condition which would constitute a default or an event of default under the Notes or the Indenture. (s) The Good Standing Filings shall have been duly filed with the Secretary of State of the State of Delaware, and the Company shall have caused to be delivered validly existing as a corporation in good standing under the following documents and instruments with regard to the Collateral: (i) to the Trustee (with a copy to the Initial Purchaser), evidence of all registrations or filings in each laws of the offices where such registrations or filings are necessary orState of Delaware, with full corporate power and authority to own, lease and operate its properties and conduct its business as described in the opinion Preliminary Memorandum and the Final Memorandum, to execute and deliver this Agreement, the Indenture, the Registration Rights Agreement and the Notes and to issue, sell and deliver the Notes and the Shares issuable upon conversion of the Initial PurchaserNotes as contemplated by this Agreement, desirable to perfect the Liens created or intended to be created thereby; (ii) to Indenture, the Initial Purchaser Registration Rights Agreement and the Trustee, evidence satisfactory to them of the payment of all filing fees and taxes in connection with the filings and registrations contemplated in clause (i) above and acknowledgment copies of all such filings; and (iii) to the Initial Purchaser and the Trustee, evidence as may be reasonably requested that all other actions necessary to perfect and, subject to Liens expressly permitted to exist by the terms of the applicable Security Document, protect the Liens created or intended to be created by the Security Documents have been taken. On or before the Closing Date, the Initial Purchaser and counsel for the Initial Purchaser shall have received from the Company such further documents, opinions, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs of the Company and the Subsidiaries as they shall have heretofore reasonably requested from the Company. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Initial Purchaser and counsel for the Initial Purchaser. The Company shall furnish to the Initial Purchaser such conformed copies of such documents, opinions, certificates, letters, schedules and instruments in such quantities as the Initial Purchaser shall reasonably requestNotes.

Conditions of the Initial Purchasers’ Obligations. The obligation several obligations of the Initial Purchaser to purchase and pay for the Notes shall, in its sole discretion, be Purchasers hereunder are subject to the satisfaction or waiver accuracy of the following conditions representations and warranties on or prior the part of the Company on the date hereof, and at the time of purchase, the performance by the Company of its obligations hereunder and to the Closing Date:following additional conditions precedent (provided that to the extent that the Company is required to deliver any document to the Initial Purchasers under this Agreement, the delivery of the relevant document to the Representatives or Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Initial Purchasers, shall be deemed to satisfy such condition): (a) On the Closing Date, The Company shall furnish to the Initial Purchaser shall have received Purchasers at the time of purchase, (i) an opinion of Ropes & Xxxx LLP, counsel for the opinionCompany, dated as of the Closing Date and addressed to the Initial Purchasers, and dated the time of purchase with executed copies for each Initial Purchaser, of Locke Liddell & Sapp LLP, xxxxsex xxx xhe Company, and in form and substance reasonably satisfactory to counsel for the Initial PurchaserRepresentatives, and to the effect set forth in Exhibit A, B-1 hereto and (ii) the opinionwith respect to Millipore Ireland B.V., dated as of the Closing Date Millipore Cork and Millipore SAS, opinions by applicable foreign local counsel for such entities, addressed to the Initial Purchasers, and dated the time of purchase, with executed copies for each Initial Purchaser, of Meilicke Hoffman & Partnxx, Xxxmax xxxxsel to the Company, and in form and substance reasonably satisfactory to counsel for the Initial PurchaserRepresentatives, and to the effect set forth in Exhibit BB-2 hereto. (i) The Initial Purchasers shall have received from PricewaterhouseCoopers LLP letters dated, (iii) respectively, the opiniondate of this Agreement, dated as the date of the Closing Date Final Prospectus and the time of purchase and addressed to the Initial Purchaser, Purchasers (with executed copies for each of Bech-Bruun Dragsted Law Fxxx, Xxxxsh counsel to the Company, Initial Purchasers) in form and substance reasonably the forms satisfactory to the Initial PurchaserRepresentatives, to which letters shall cover, without limitation, the effect set forth various financial disclosures contained in Exhibit B, the Preliminary Prospectus and the Final Prospectus and (ivii) the opinionInitial Purchasers shall have received from Deloitte & Touche LLP letters dated, dated as respectively, the date of this Agreement, the date of the Closing Date Final Prospectus and the time of purchase and addressed to the Initial Purchaser, Purchasers (with executed copies for each of Narbarro Nathanson, United Kingdom xxxxxxx xo the Company, Initial Purchasers) in form and substance reasonably the forms satisfactory to the Initial PurchaserRepresentatives, to the effect set forth in Exhibit Bwhich letters shall cover, and (v) the opinion, dated as of the Closing Date and addressed to the Initial Purchaser, of MB & Associes, French counsel to the Company, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect set forth in Exhibit B. (b) On the Closing Datewithout limitation, the Initial Purchaser shall have received various financial disclosures of Serologicals contained in the opinion, in form Preliminary Prospectus and substance satisfactory to the Initial Purchaser, dated as of the Closing Date and addressed to the Initial Purchaser, of Cahill Gordon & Reindel LXX, xxxxxxx for xxx Xxitial Purchaser, with respect to certain legal matters relating to this Agreement and such other related matters as the Initial Purchaser may reasonably require. In rendering such opinion, Cahill Gordon & Reindel XXX xxxll xxxx xxceived and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such mattersFinal Prospectus. (c) The Initial Purchaser shall have received from the Independent Accountants a comfort letter or letters dated no later than November 23, 2004 and as of the Closing Date, in form and substance reasonably satisfactory to counsel for the Initial Purchaser. (d) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company's officers made in any certificate signed by them delivered on or as of the Closing Date in accordance with the provisions hereof shall be true and correct on and as of the date made and on and as of the Closing Date; the Company shall have performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and, except as described in the Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), subsequent to the date of the most recent financial statements in such Offering Memorandum, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (e) The sale of the Notes hereunder shall not be enjoined (temporarily or permanently) on the Closing Date. (f) Subsequent to the date of the most recent financial statements in the Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, organized labor dispute, labor slowdown or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (g) The Initial Purchaser Purchasers shall have received a certificate of the Company’s Chief Financial Officer dated, respectively, the date of this Agreement, the date of the Final Prospectus and the time of purchase and addressed to the Initial Purchasers (with executed copies for each of the Initial Purchasers) in the form attached as Exhibit C-1 hereto; and (ii) the Initial Purchasers shall have received a certificate of the Serologicals’ Chief Financial Officer dated, respectively, the date of this Agreement, the date of the Final Prospectus and the time of purchase and addressed to the Initial Purchasers (with executed copies for each of the Initial Purchasers) in the form attached as Exhibit C-2 hereto. (d) The Initial Purchasers shall have received at the time of purchase, the favorable opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, dated the Closing Datetime of purchase in form and substance satisfactory to the Representatives. (e) No amendment or supplement to the Pricing Disclosure Package or the Final Prospectus shall have been made to which the Representatives shall have reasonably objected in writing. (f) At the time of purchase the Final Prospectus shall not, signed on behalf and no amendment or supplement thereto shall, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (g) The Company by will, at the time of purchase deliver to the Initial Purchasers a certificate of its Chief Executive Officer or any President or Vice President and the its Chief Financial Officer, to dated the effect that:time of purchase, in the form attached as Exhibit D hereto. (h) The Initial Purchasers shall have received copies, duly executed by the Company and the other party or parties thereto, of the Indenture. (i) The representations Company shall have furnished to the Representatives such other documents and warranties certificates as to the accuracy and completeness of any statement in the Company contained in this Agreement are true and correct on and Pricing Disclosure Package or the Final Prospectus as of the date hereof time of purchase, as the Representatives may reasonably request. (j) The Notes shall be eligible for clearance and on settlement through Euroclear and as Clearstream. (k) (i) Confirmation from the Irish Financial Services Regulatory Authority that the Final Prospectus is an “approved prospectus” for the purposes of the Closing Date, EU Prospectus Directive (or relevant Irish legislation or regulation relating thereto) and the Company has performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (ii) At confirmation from the Closing DateIrish Stock Exchange that it has agreed to list the Notes on or before the time of purchase, since subject only to the date hereof or since the date issue of the most recent financial statements in Notes at the Offering Memorandum (exclusive time of any amendment purchase, or supplement thereto the Representatives being satisfied that such listing will be granted shortly after the date hereof), time of purchase. (l) There shall exist no event or development has occurred, and no information has become known, that, individually condition which would constitute a default or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect; and (iii) The sale an event of default under the Notes hereunder has not been enjoined (temporarily or permanently)the Indenture. (h) On the Closing Date, the Initial Purchaser shall have received the Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at the Closing Date. (i) On or before the Closing Date, the Company shall have caused to be delivered the following documents and instruments with regard to the Collateral: (i) to the Trustee (with a copy to the Initial Purchaser), evidence of all registrations or filings in each of the offices where such registrations or filings are necessary or, in the opinion of the Initial Purchaser, desirable to perfect the Liens created or intended to be created thereby; (ii) to the Initial Purchaser and the Trustee, evidence satisfactory to them of the payment of all filing fees and taxes in connection with the filings and registrations contemplated in clause (i) above and acknowledgment copies of all such filings; and (iii) to the Initial Purchaser and the Trustee, evidence as may be reasonably requested that all other actions necessary to perfect and, subject to Liens expressly permitted to exist by the terms of the applicable Security Document, protect the Liens created or intended to be created by the Security Documents have been taken. On or before the Closing Date, the Initial Purchaser and counsel for the Initial Purchaser shall have received from the Company such further documents, opinions, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs of the Company and the Subsidiaries as they shall have heretofore reasonably requested from the Company. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Initial Purchaser and counsel for the Initial Purchaser. The Company shall furnish to the Initial Purchaser such conformed copies of such documents, opinions, certificates, letters, schedules and instruments in such quantities as the Initial Purchaser shall reasonably request.

Conditions of the Initial Purchasers’ Obligations. The obligation obligations of the Initial Purchaser to purchase and pay for the Notes shall, in its sole discretion, be hereunder are subject to the satisfaction or waiver accuracy of the following conditions representations and warranties on or prior the part of the Company on the date hereof and at the time of purchase, and to the Closing Dateperformance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) On The Company shall furnish to you at the Closing Datetime of purchase an opinion of Fasken Xxxxxxxxx XxXxxxxx LLP, Canadian counsel for the Company (who may provide opinions of local counsel acceptable to them and to the Initial Purchaser shall have received (i) Purchaser’s counsel as to matters governed by the opinionlaws of jurisdictions in Canada other than the Provinces of British Columbia, dated as of the Closing Date Alberta, Ontario and Quebec), addressed to the Initial Purchaser, and dated the time of Locke Liddell & Sapp LLP, xxxxsex xxx xhe Company, purchase in form and substance reasonably satisfactory to counsel for the Initial Purchaser, to the effect set forth in Exhibit A, (ii) the opinion, dated as of the Closing Date and addressed to the Initial Purchaser, of Meilicke Hoffman & Partnxx, Xxxmax xxxxsel to the Company, in form and substance reasonably satisfactory to counsel for the Initial Purchaser, to the effect set forth in Exhibit B, (iii) the opinion, dated as of the Closing Date and addressed to the Initial Purchaser, of Bech-Bruun Dragsted Law Fxxx, Xxxxsh counsel to the Company, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect set forth in Exhibit BB hereto. (b) The Company shall furnish to you at the time of purchase an opinion of Xxxx, (iv) Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, United States counsel for the opinionCompany, dated as of the Closing Date and addressed to the Initial Purchaser, and dated the time of Narbarro Nathanson, United Kingdom xxxxxxx xo the Company, purchase in form and substance reasonably satisfactory to the Initial Purchaser, to the effect set forth in Exhibit BC hereto. (c) The Company shall furnish to you at the time of purchase an opinion of (i) REM Law Consultancy, Ghanaian counsel for the Company, in respect of the Material Subsidiaries organized under the laws of Ghana and (vii) Ogiers, Cayman Islands counsel for the opinionCompany, dated as in respect of the Closing Date and Material Subsidiaries organized under the laws of the Cayman Islands, in each case addressed to the Initial Purchaser, and dated the time of MB & Associespurchase, French counsel in form and substance satisfactory to the CompanyInitial Purchaser. (d) You shall have received from PricewaterhouseCoopers LLP letters dated, respectively, the date of this Agreement, the date of the time of purchase and addressed to the Initial Purchaser (with executed copies for the Initial Purchaser) in the forms satisfactory to the Initial Purchaser, which letters shall cover, without limitation, the various financial disclosures contained in the Pricing Disclosure Package and the Final Memorandum. (e) You shall have received at the time of purchase the favorable opinion of Xxxxxx & Whitney LLP, U.S. counsel for the Initial Purchaser, dated the time of purchase in form and substance reasonably satisfactory to the Initial Purchaser. (f) You shall have received at the time of purchase the favorable opinion of Stikeman Elliott LLP, Canadian counsel for the Initial Purchaser, dated the time of purchase, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect set forth in Exhibit B.. (bg) On At the Closing DateApplicable Time and the time of purchase, neither the Pricing Disclosure Package, the Initial Purchaser Final Memorandum, nor any amendment or supplement thereto shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (h) The Company will, at the time of purchase, deliver to you a certificate of its Chief Executive Officer or its Chief Financial Officer, dated the time of purchase, in the form attached as Exhibit D hereto. (i) You shall have received lock-up agreements with the opinion, directors and officers of the Company in form and substance satisfactory to the Initial Purchaser, dated acting reasonably. (j) The Company shall have furnished to you such other opinions, documents and certificates as of the Closing Date and addressed to the Initial Purchaser, time of Cahill Gordon & Reindel LXX, xxxxxxx for xxx Xxitial Purchaser, with respect to certain legal matters relating to this Agreement and such other related matters purchase as the Initial Purchaser you may reasonably require. In rendering such opinion, Cahill Gordon & Reindel XXX xxxll xxxx xxceived and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such mattersrequest. (ck) The Initial Purchaser Notes shall have received from be included in the Independent Accountants a comfort letter or letters dated no later than November 23, 2004 and as book-entry settlement system of the Closing DateDTC, in form and substance reasonably satisfactory subject only to counsel for the Initial Purchaser. (d) The representations and warranties notice of the Company contained in this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company's officers made in any certificate signed by them delivered on or as of the Closing Date in accordance with the provisions hereof shall be true and correct on and as of the date made and on and as of the Closing Date; the Company shall have performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder issuance at or prior to the Closing Date; and, except as described in the Offering Memorandum time of purchase. (exclusive of any amendment or supplement thereto after the date hereof), subsequent to the date of the most recent financial statements in such Offering Memorandum, there l) The Shares shall have been approved for listing on the NYSE MKT, subject only to official notice of issuance, and conditionally approved for listing on the TSX. (m) There shall exist no event or development, and no information shall have become known, that, individually condition which would constitute a default or in an event of default under the aggregate, has Notes or would be reasonably likely to have a Material Adverse Effectthe Indenture. (en) The Exchange shall be consummated substantially concurrently with the consummation of the offering and sale of the Notes hereunder shall not be enjoined (temporarily or permanently) on the Closing DateNotes. (fo) Subsequent to The Equity Offering shall be consummated substantially concurrently with the date consummation of the most recent financial statements in the Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, organized labor dispute, labor slowdown or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (g) The Initial Purchaser shall have received a certificate of the Company, dated the Closing Date, signed on behalf of the Company by its Chief Executive Officer or any President or Vice President offering and the Chief Financial Officer, to the effect that: (i) The representations and warranties of the Company contained in this Agreement are true and correct on and as of the date hereof and on and as of the Closing Date, and the Company has performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (ii) At the Closing Date, since the date hereof or since the date of the most recent financial statements in the Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no event or development has occurred, and no information has become known, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect; and (iii) The sale of the Notes hereunder has not been enjoined (temporarily or permanently)Notes. (h) On the Closing Date, the Initial Purchaser shall have received the Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at the Closing Date. (i) On or before the Closing Date, the Company shall have caused to be delivered the following documents and instruments with regard to the Collateral: (i) to the Trustee (with a copy to the Initial Purchaser), evidence of all registrations or filings in each of the offices where such registrations or filings are necessary or, in the opinion of the Initial Purchaser, desirable to perfect the Liens created or intended to be created thereby; (ii) to the Initial Purchaser and the Trustee, evidence satisfactory to them of the payment of all filing fees and taxes in connection with the filings and registrations contemplated in clause (i) above and acknowledgment copies of all such filings; and (iii) to the Initial Purchaser and the Trustee, evidence as may be reasonably requested that all other actions necessary to perfect and, subject to Liens expressly permitted to exist by the terms of the applicable Security Document, protect the Liens created or intended to be created by the Security Documents have been taken. On or before the Closing Date, the Initial Purchaser and counsel for the Initial Purchaser shall have received from the Company such further documents, opinions, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs of the Company and the Subsidiaries as they shall have heretofore reasonably requested from the Company. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Initial Purchaser and counsel for the Initial Purchaser. The Company shall furnish to the Initial Purchaser such conformed copies of such documents, opinions, certificates, letters, schedules and instruments in such quantities as the Initial Purchaser shall reasonably request.

Conditions of the Initial Purchasers’ Obligations. The obligation several obligations of the Initial Purchaser to purchase and pay for the Notes shall, in its sole discretion, be Purchasers hereunder are subject to the satisfaction or waiver accuracy of the following conditions representations and warranties on or prior the part of the Company on the date hereof, at the time of purchase and, if applicable, at the additional time of purchase, the performance by the Company of its obligations hereunder and to the Closing Date:following additional conditions precedent (provided that to the extent that the Company is required to deliver any document to the Initial Purchasers under this Agreement, the delivery of the relevant document to UBS or Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Initial Purchasers, shall be deemed to satisfy such condition): (a) On the Closing Date, The Company shall furnish to the Initial Purchaser shall have received Purchasers at the time of purchase and, if applicable, at the additional time of purchase, (i) an opinion of Ropes & Xxxx LLP, counsel for the opinionCompany, dated as of the Closing Date and addressed to the Initial Purchasers, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Initial Purchaser, of Locke Liddell & Sapp LLP, xxxxsex xxx xhe Company, and in form and substance reasonably satisfactory to counsel for the Initial PurchaserUBS, and to the effect set forth in Exhibit A, B-1 hereto and (ii) the opinionwith respect to Millipore Ireland B.V., dated as of the Closing Date Millipore Cork and Millipore SAS, opinions by applicable foreign local counsel for such entities, addressed to the Initial Purchasers, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each Initial Purchaser, of Meilicke Hoffman & Partnxx, Xxxmax xxxxsel to the Company, and in form and substance reasonably satisfactory to counsel for the Initial PurchaserUBS, and to the effect set forth in Exhibit BB-2 hereto. (i) The Initial Purchasers shall have received from PricewaterhouseCoopers LLP letters dated, (iii) respectively, the opiniondate of this Agreement, dated as the date of the Closing Date Final Memorandum, the time of purchase and, if applicable, the additional time of purchase, and addressed to the Initial Purchaser, Purchasers (with executed copies for each of Bech-Bruun Dragsted Law Fxxx, Xxxxsh counsel to the Company, Initial Purchasers) in form and substance reasonably the forms satisfactory to UBS, which letters shall cover, without limitation, the various financial disclosures contained in the Preliminary Memorandum and the Final Memorandum; and (ii) the Initial PurchaserPurchasers shall have received from Deloitte & Touche LLP letters dated, to respectively, the effect set forth in Exhibit Bdate of this Agreement, (iv) the opinion, dated as date of the Closing Date Final Memorandum, the time of purchase and, if applicable, the additional time of purchase, and addressed to the Initial Purchaser, Purchasers (with executed copies for each of Narbarro Nathanson, United Kingdom xxxxxxx xo the Company, Initial Purchasers) in form and substance reasonably the forms satisfactory to the Initial PurchaserUBS, to the effect set forth in Exhibit Bwhich letters shall cover, and (v) the opinion, dated as of the Closing Date and addressed to the Initial Purchaser, of MB & Associes, French counsel to the Company, in form and substance reasonably satisfactory to the Initial Purchaser, to the effect set forth in Exhibit B. (b) On the Closing Datewithout limitation, the Initial Purchaser shall have received various financial disclosures of Serologicals contained in the opinion, in form Preliminary Memorandum and substance satisfactory to the Initial Purchaser, dated as of the Closing Date and addressed to the Initial Purchaser, of Cahill Gordon & Reindel LXX, xxxxxxx for xxx Xxitial Purchaser, with respect to certain legal matters relating to this Agreement and such other related matters as the Initial Purchaser may reasonably require. In rendering such opinion, Cahill Gordon & Reindel XXX xxxll xxxx xxceived and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such mattersFinal Memorandum. (c) The Initial Purchaser shall have received from the Independent Accountants a comfort letter or letters dated no later than November 23, 2004 and as of the Closing Date, in form and substance reasonably satisfactory to counsel for the Initial Purchaser. (d) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company's officers made in any certificate signed by them delivered on or as of the Closing Date in accordance with the provisions hereof shall be true and correct on and as of the date made and on and as of the Closing Date; the Company shall have performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and, except as described in the Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), subsequent to the date of the most recent financial statements in such Offering Memorandum, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (e) The sale of the Notes hereunder shall not be enjoined (temporarily or permanently) on the Closing Date. (f) Subsequent to the date of the most recent financial statements in the Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, organized labor dispute, labor slowdown or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (g) The Initial Purchaser Purchasers shall have received a certificate of the Company’s Chief Financial Officer dated, respectively, the date of this Agreement, the date of the Final Memorandum, the time of purchase and, if applicable, the additional time of purchase, and addressed to the Initial Purchasers (with executed copies for each of the Initial Purchasers) in the form attached as Exhibit C-1 hereto; and (ii) the Initial Purchasers shall have received a certificate of the Serologicals’ Chief Financial Officer dated, respectively, the date of this Agreement, the date of the Final Memorandum, the time of purchase and, if applicable, the additional time of purchase, and addressed to the Initial Purchasers (with executed copies for each of the Initial Purchasers) in the form attached as Exhibit C-2 hereto. (d) (i) The Initial Purchasers shall have received at the time of purchase and, if applicable, at the additional time of purchase, the favorable opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, dated the Closing Datetime of purchase or the additional time of purchase, signed on behalf as the case may be, in form and substance satisfactory to UBS; and (ii) the Initial Purchasers shall have received at the time of purchase and, if applicable, at the additional time of purchase, the favorable opinion of Xxxxx Xxxxxxxxxx LLP, special counsel for the Initial Purchasers, dated the time of purchase or the additional time of purchase, as the case may be, in form and substance satisfactory to UBS. (e) No amendment or supplement to the Pricing Disclosure Package or the Final Memorandum shall have been made to which UBS shall have reasonably objected in writing. (f) At the time of purchase or the additional time of purchase, as applicable, the Final Memorandum shall not, and no amendment or supplement thereto shall, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (g) The Company by will, at the time of purchase and, if applicable, at the additional time of purchase, deliver to the Initial Purchasers a certificate of its Chief Executive Officer or any President or Vice President and the its Chief Financial Officer, to dated the effect that:time of purchase or the additional time of purchase, as the case may be, in the form attached as Exhibit D hereto. (h) The Initial Purchasers shall have received copies, duly executed by the Company and the other party or parties thereto, of the Indenture and the Registration Rights Agreement. (i) The representations and warranties of the Company contained in this Agreement are true and correct on and as of the date hereof and on and as of the Closing Date, and the Company has performed in all material respects all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (ii) At the Closing Date, since the date hereof or since the date of the most recent financial statements in the Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no event or development has occurred, and no information has become known, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect; and (iii) The sale of the Notes hereunder has not been enjoined (temporarily or permanently). (h) On the Closing Date, the Initial Purchaser Purchasers shall have received each of the Registration Rights signed Lock-Up Agreements referred to in Section 3(z) hereof, and each such Lock-Up Agreement executed by the Company and such agreement shall be in full force and effect at the Closing Datetime of purchase and the additional time of purchase, as the case may be. (ij) On or before the Closing Date, the The Company shall have caused furnished to be delivered the following UBS such other documents and instruments with regard certificates as to the Collateral:accuracy and completeness of any statement in the Pricing Disclosure Package or the Final Memorandum as of the time of purchase and, if applicable, the additional time of purchase, as UBS may reasonably request. (ik) The Notes shall be included in the book-entry settlement system of the DTC and designated for trading on PORTAL, subject only to notice of issuance at or prior to the Trustee time of purchase. (l) The Company shall have filed a listing application for the Shares with the NYSE. (m) There shall exist no event or condition which would constitute a copy default or an event of default under the Notes or the Indenture. (n) An amendment to the Initial Purchaser)Existing Revolving Credit Facility, evidence of all registrations or filings which shall be in form and substance reasonably satisfactory to UBS, shall have been executed by each of the offices where such registrations or filings are necessary or, in the opinion of the Initial Purchaser, desirable to perfect the Liens created or intended to be created thereby; (ii) to the Initial Purchaser and the Trustee, evidence satisfactory to them of the payment of all filing fees and taxes in connection with the filings and registrations contemplated in clause (i) above and acknowledgment copies of all such filings; and (iii) to the Initial Purchaser and the Trustee, evidence as may be reasonably requested that all other actions necessary to perfect and, subject to Liens expressly permitted to exist by the terms of the applicable Security Document, protect the Liens created or intended to be created by the Security Documents have been taken. On or before the Closing Date, the Initial Purchaser and counsel for the Initial Purchaser shall have received from the Company such further documents, opinions, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs of the Company and the Subsidiaries as they shall have heretofore reasonably requested from the Company. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Initial Purchaser and counsel for the Initial Purchaser. The Company shall furnish to the Initial Purchaser such conformed copies of such documents, opinions, certificates, letters, schedules and instruments in such quantities as the Initial Purchaser shall reasonably requestparties thereto.