Common use of Conditions of U Clause in Contracts

Conditions of U. S. Underwriters' Obligations. The several obligations of the U.S. Underwriters to purchase the Firm Shares hereunder are subject to the following conditions: (a) All of the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto (including pursuant to Rule 462(b)) to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 P.M., New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or any U.S. Underwriter, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectuses or otherwise) shall have been complied with to your satisfaction. (c) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, that would have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, not contemplated by the Prospectuses, which in your opinion, as Representatives of the several U.S. Underwriters, would materially adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Company, the Subsidiaries, or any officer or director of the Company or the Subsidiaries which makes any statement made in the Prospectuses untrue or which, in the opinion of the Company and its counsel or the U.S. Underwriters and their counsel, requires the making of any addition to or change in the Prospectuses in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your opinion, as Representatives of the several U.S. Underwriters, materially adversely affect the market for the Shares. (d) You shall have received a certificate, dated the Closing Date, signed on behalf of the Company by any two officers (for the purpose of this subsection (d) "officer" shall mean the Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary or Assistant Secretary) in form and substance reasonably satisfactory to you, confirming, as of the Closing Date, the matters set forth in paragraphs (a), (b), and (c) of this Section 8, certain incumbency matters and that, as of the Closing Date, the obligations of the Company to be performed hereunder on or prior thereto have been duly performed.

Conditions of U. S. UnderwritersUNDERWRITERS' ObligationsOBLIGATIONS. The several obligations of the U.S. Underwriters to purchase hereunder and under the Firm Shares hereunder applicable U.S. Terms Agreement are subject to the following conditions: (a) All accuracy, as of the date hereof and at Closing Time, of the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with Operating Partnership herein contained, to the same force performance by the Company and effect as if made on the Operating Partnership of their respective obligations hereunder, and as of to the Closing Date.following further conditions: (ba) If, at At the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto applicable Closing Time (including pursuant to Rule 462(b)i) to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 P.M., New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to under the knowledge of the Company 1933 Act or any U.S. Underwriter, proceedings therefor initiated or threatened by the Commission, and (ii) the rating assigned by any request nationally recognized statistical rating organization to any Preferred Shares of the Commission for additional information (to be included in the Registration Statement or the Prospectuses or otherwise) shall have been complied with to your satisfaction. (c) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, that would have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, not contemplated by the Prospectuses, which in your opinion, as Representatives of the several U.S. Underwriters, would materially adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Company, the Subsidiaries, or any officer or director indebtedness of the Company or the Subsidiaries which makes Operating Partnership as of the date of the applicable U.S. Terms Agreement shall not have been lowered since such date nor shall any statement made in the Prospectuses untrue or which, in the opinion such rating organization have publicly announced that it has placed any Preferred Shares of the Company and its counsel any indebtedness of the Company or the Operating Partnership on what is commonly termed a "watch list" for possible downgrading, and (iii) there shall not have come to your attention any facts that would cause you to believe that the U.S. Underwriters and their counselProspectus, requires together with the making applicable Prospectus Supplement, at the time it was required to be delivered to purchasers of any addition to the U.S. Underwritten Securities, included an untrue statement of a material fact or change in the Prospectuses in order omitted to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances existing at such time, not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your opinion, as Representatives of the several U.S. Underwriters, materially adversely affect the market for the Shares. (db) You At Closing Time, you shall have received received: (A) The Company has been duly formed as a certificatereal estate investment trust under the laws of the State of Texas. The Company has power and authority to own, dated lease and operate its properties, to conduct the Closing Datebusiness in which it is engaged or proposes to engage as described in the U.S. Prospectus, signed on behalf and to enter into and perform its obligations under this Agreement, the Partnership Agreement, the applicable U.S. Terms Agreement and the Warrant Agreement, if any (collectively, the "LISTED AGREEMENTS"). According to the County Clerk of Tarrant County, Texas, the Restated Declaration of Trust of the Company by any two officers (for is recorded in Volume 12645, beginning at Page 1811, in the purpose of this subsection (d) "officer" shall mean the Chairman records of the BoardCounty Clerk. The Restated Declaration of Trust is in effect, and no dissolution, revocation or forfeiture proceedings regarding the Company have been commenced. The Company is duly qualified as a foreign organization to transact business and is in good standing in New York and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects of the Company, the President, any Vice PresidentOperating Partnership, the Chief Financial OfficerSubsidiaries and the Residential Development Corporations considered as one enterprise. (B) The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the Delaware Act. The Operating Partnership has full partnership power and authority to own, lease and operate its properties, to conduct the business in which it is engaged or proposes to engage as described in the U.S. Prospectus and to enter into and perform its obligations under this Agreement and the Listed Agreements to which it is a party. The Operating Partnership is duly qualified or registered as a foreign partnership and is in good standing in Texas, Colorado, Arizona, New Mexico, Louisiana, Nebraska and each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or register would not have a material adverse effect on the condition, financial or otherwise, or the earnings, (C) Each of Crescent Real Estate Funding I, L.P., Crescent Real Estate Funding II, L.P., Crescent Real Estate Funding III, L.P., Crescent Real Estate Funding IV, L.P., Crescent Real Estate Funding V, L.P., Crescent Real Estate Funding VI, L.P. and any other Subsidiary that would be considered a "Significant Subsidiary" as defined in Article 1, Rule 1--02 of Regulation S-X promulgated pursuant to the 1933 Act (collectively, the Treasurer"Significant Subsidiaries") has been organized and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, in good standing under the laws of its respective state of organization, with full corporate, partnership or limited liability company (as the case may be) power and authority to own, lease and operate its properties, to conduct the business in which it is engaged or proposes to engage as described in the U.S. Prospectus, and to enter into and perform its obligations under any Listed Agreements to which it is a party. Each of the Significant Subsidiaries and the Residential Development Corporations is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects of the Company, the Secretary Operating Partnership, the Significant Subsidiaries and the Residential Development Corporations considered as one enterprise. All of the issued and outstanding shares of capital stock of each of the corporate Significant Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. The ownership by the Company, the Operating Partnership and the Significant Subsidiaries of the shares of capital stock or Assistant Secretary) in form and substance reasonably satisfactory to you, confirminglimited partnership or equity interests, as the case may be, of each of the Closing DateSignificant Subsidiaries is as described in the U.S. Prospectus and such ownership is free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. (D) The authorized, issued and outstanding shares of beneficial interest of the matters Company are as set forth in paragraphs (a), (b), and (c) of this Section 8, certain incumbency matters and that, as of the Closing Date, the obligations of the Company to be performed hereunder on or prior thereto have been duly performed.U.S.

Conditions of U. S. Underwriters' Obligations. The several respective obligations of the U.S. Underwriters to purchase the Firm Shares hereunder are subject to the following conditions: (a) All accuracy, when made and on each Delivery Date, of the representations and warranties of the Company and the Selling Stockholders contained in this Agreement herein, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional terms and conditions: (a) The Prospectus shall be true and correct on the Closing Date have been timely filed with the same force and effect as if made on and as of the Closing Date. (bCommission in accordance with Section 6(a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto (including pursuant to Rule 462(b)) to be declared effective before the offering of the Shares may commencehereof, the Registration Statement or such and all post-effective amendment amendments to the Registration Statement shall have become effective not later than 5:30 P.M.effective, New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, filings required by Rules Rule 424 and Rule 430A under of the Act Rules and Regulations shall have been timely mademade and no such filings shall have been made without the consent of the Representatives; no stop order suspending the effectiveness of the Registration Statement or any amendment or supplement thereto or suspending the qualification of the Shares for offering or sale in any jurisdiction shall have been issued and issued; no proceeding proceedings for that purpose the issuance of any such order shall have been instituted or, to the knowledge of the Company initiated or any U.S. Underwriter, threatened by the Commission, threatened; and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectuses Prospectus or otherwise) shall have been disclosed to the Representatives and complied with to your their satisfaction. (b) No U.S. Underwriter shall have been advised by the Company or shall have discovered and disclosed to the Company that the Registration Statement or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of the Representatives or in the opinion of counsel to the U.S. Underwriters, is material or omits to state a fact which, in the opinion of the Representatives or in the opinion of counsel to the U.S. Underwriters, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the International Underwriting Agreement, the Custody Agreements, the Powers of Attorney, the Shares, the Registration Statement and the Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company and (d) Jonex, Xxy, Reavxx & Xogux xxxll have furnished to the Company their written opinion, as counsel for the Company, addressed to the Company and dated on or before the First Delivery Date, in form and substance satisfactory to the Representatives, regarding certain tax matters relating to the Merger. (e) Jonex, Xxy, Reavxx & Xogux xxxll have furnished to the Representatives their written opinion, as counsel for the Company, addressed to the U.S. Underwriters and dated such Delivery Date, in form and substance satisfactory to the Representatives, with respect to the matters set forth in Exhibit B hereto. (f) Jonex, Xxy, Reavxx & Xogux xxxll have furnished to the Representatives their written opinion, as counsel for the Selling Stockholders, addressed to the U.S. Underwriters and dated such Delivery Date, in form and substance satisfactory to the Representatives, with respect to the matters set forth in Exhibit C hereto. (g) The Representatives shall have received from Bakex & Xottx, X.L.P., counsel for the U.S. Underwriters, such opinion or opinions, dated such Delivery Date, with respect to the issuance and sale of the Shares, the Registration Statement, the Prospectus and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (h) At the time of execution of this Agreement, the Representatives shall have received from KPMG Peat Marwick LLP a letter, in form and substance satisfactory to the Representatives, addressed to the U.S. Underwriters and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants' "comfort letters" to U.S. Underwriters in connection with registered public offerings. (i) With respect to the letter of KPMG Peat Marwick LLP referred to in the preceding paragraph and delivered to the Representatives concurrently with the execution of this Agreement (the "initial letter"), the Company shall have furnished to the Representatives a letter (the "bring-down letter") of such accountants, addressed to the U.S. Underwriters and dated such Delivery Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of (j) On each Delivery Date, there shall have been furnished to the Representatives a certificate, dated such Delivery Date and addressed to the Representatives, signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer, to the effect that (i) the representations, warranties and agreements of the Company contained in this Agreement are true and correct, as if made at and as of such Delivery Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be complied with or satisfied at or prior to such Delivery Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been initiated or threatened; (iii) the signers of said certificate have carefully examined the Registration Statement and the Prospectus and any amendments or supplements thereto, and such documents contain all statements and information required to be included therein, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) since the Effective Date there has occurred no event required to be set forth in an amendment or supplement to the Registration Statement or the Prospectus which has not been so set forth; and (v) no event contemplated by subsection (l) of this Section 9 in respect of the Company or the Subsidiaries shall have occurred. (k) The Selling Stockholders shall have furnished to the Representatives on each Delivery Date a certificate, dated such Delivery Date, signed by or on behalf of the Selling Stockholder to the effect that the representations, warranties and agreements of the Selling Stockholder contained herein are true and correct as of such Delivery Date and that the Selling Stockholder has complied with all agreements contained herein to be performed by the Selling Stockholder at or prior to such Delivery Date. (l) Since the Effective Date, neither the Company nor any of the Subsidiaries shall have sustained any material loss or interference with its business by fire, flood, explosion, accident or other calamity, whether or not covered by insurance, or shall have become a party to or the subject of any litigation, court or governmental action, investigation, order or decree which is materially adverse to the Company or the Subsidiaries; nor shall there have been a change in the capital stock, short-term debt or long-term debt of the Company or the Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, operations, business, prospects, management, capitalization, financial condition, results of operations or net worth of the Company or the Subsidiaries, which loss, litigation, change or development, in the judgement of the Representatives, shall render it impractical or inadvisable to proceed with the payment for and delivery of the Shares. (m) Subsequent to the effective date execution and delivery of this Agreement, there shall not have occurred any of the following: (i) trading in securities generally on the NYSE or the American (n) The NYSE shall have approved the Shares for listing, subject only to official notice of issuance and evidence of satisfactory distribution. (o) The Representatives shall have been furnished by the Company such additional documents and certificates as the Representatives or counsel for the U.S. Underwriters may reasonably request. (p) Simultaneously with the closing hereunder on the First Delivery Date, the closing of the International Underwriting Agreement shall have occurred. All such opinions, certificates, letters and documents shall be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Representatives and to counsel for the U.S. Underwriters. The Company shall furnish to the Representatives conformed copies of such opinions, certificates, letters and other documents in such number as they shall reasonably request. If any changeof the conditions specified in this Section 9 shall not have been fulfilled, when and as required by this Agreement, this Agreement and all obligations of the U.S. Underwriters hereunder may be canceled at, or at any development involving a prospective changetime prior to, that would have a Material Adverse Effect on the Company and the Subsidiarieseach Delivery Date, taken as a whole, not contemplated by the Prospectuses, which in your opinion, as Representatives Representatives. Any such cancellation shall be without liability of the several U.S. Underwriters, would materially adversely affect the market for the Shares, or (ii) any event or development relating Underwriters to or involving the Company, the SubsidiariesSelling Stockholders or any of their affiliates. Notice of such cancellation shall be given to the Company in writing, or any officer by telegraph or director of the Company or the Subsidiaries which makes any statement made telephone and confirmed in the Prospectuses untrue or which, in the opinion of the Company and its counsel or the U.S. Underwriters and their counsel, requires the making of any addition to or change in the Prospectuses in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your opinion, as Representatives of the several U.S. Underwriters, materially adversely affect the market for the Shareswriting. (d) You shall have received a certificate, dated the Closing Date, signed on behalf of the Company by any two officers (for the purpose of this subsection (d) "officer" shall mean the Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary or Assistant Secretary) in form and substance reasonably satisfactory to you, confirming, as of the Closing Date, the matters set forth in paragraphs (a), (b), and (c) of this Section 8, certain incumbency matters and that, as of the Closing Date, the obligations of the Company to be performed hereunder on or prior thereto have been duly performed.

Conditions of U. S. Underwriters' Obligations. The several obligations of the U.S. Underwriters to purchase the Firm Shares hereunder Initial U.S. Securities under the U.S. Underwriting Agreement are subject to the satisfaction of each of the following conditions: (a) All of the representations and warranties of the Company contained in this the U.S. Underwriting Agreement shall be true and correct in all material respects on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) If, at If the time this Agreement Company is executed and delivered, it is necessary for the required to file a Rule 462(b) Registration Statement or a post-effective amendment thereto (including pursuant to after the effectiveness of the U.S. Underwriting Agreement such Rule 462(b)) to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 by 10:00 P.M., New York City time, on the date hereof, or at such later date of the U.S. Underwriting Agreement and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that purpose shall have been instituted commenced or shall be pending before or, to the knowledge of the Company or any U.S. UnderwriterCompany's knowledge, threatened contemplated by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectuses or otherwise) shall have been complied with to your satisfaction. (c) Subsequent You shall have received on the Closing Date a certificate dated the Closing Date, signed by X. Xxxxxxx and X.X. Xxxxxxxxxxxxxxxx, in their capacities as the Chief Executive Officer and Chief Financial Officer of the Company, confirming the matters set forth in Sections 6(t), 8(a) and 8(b) and that the Company has complied with all of the agreements and satisfied all of the conditions herein contained and required to be complied with or satisfied by the Company on or prior to the effective Closing Date. (d) Since the respective dates as of which information is given in the U.S. Prospectus other than as set forth in the U.S. Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this the U.S. Underwriting Agreement), (i) there shall not have occurred (i) any change, change or any development involving a prospective changechange in the condition, that would have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, not contemplated by the Prospectuses, which in your opinion, as Representatives of the several U.S. Underwriters, would materially adversely affect the market for the Sharesfinancial or otherwise, or (ii) any event the earnings, business, management or development relating to or involving the Company, the Subsidiaries, or any officer or director operations of the Company or the Subsidiaries which makes IndiaWorld, (ii) there shall not have been any statement made change or any development involving a prospective change in the Prospectuses untrue capital stock or in the long-term debt of the Company or IndiaWorld and (iii) neither the Company nor IndiaWorld shall have incurred any liability or obligation, direct or contingent, the effect of which, in the opinion of the Company and its counsel any such case described in clause 8(d)(i), 8(d)(ii) or the U.S. Underwriters and their counsel, requires the making of any addition to or change in the Prospectuses in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectuses to reflect such event or development would8(d)(iii), in your opinionjudgment, as Representatives of is material and adverse to the several Company and, in your reasonable judgement, makes it impracticable to market the U.S. Underwriters, materially adversely affect Securities on the market for terms and in the Sharesmanner contemplated in the U.S. Prospectus. (de) You shall have received a certificateon the Closing Date opinions (satisfactory to you and United States counsel for the U.S. Underwriters), dated the Closing Date, signed on behalf of M.G. Ramachandran, Indian counsel for the Company, and Bhaishanker Kanga and Girdharlal, Indian counsel to the U.S. Underwriters, to the effect that: (i) Each of the Company by any two officers and IndiaWorld has been duly incorporated and is validly existing and in good standing as a company under the laws of India and has all corporate power and authority necessary to conduct its businesses and to own, lease and operate its properties as described or contemplated in the U.S. Prospectus. The Company has no subsidiaries other than IndiaWorld. (for the purpose of this subsection (dii) "officer" shall mean the Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary or Assistant Secretary) in form The Company has an equity and substance reasonably satisfactory to you, confirming, issued capitalization as of the Closing Date, the matters set forth in paragraphs (a), (b), the U.S. Prospectus and (c) of this Section 8, certain incumbency matters and that, as such capitalization complies with Indian law. The summary of the Closing Date, charter documents and Indian law set forth in the obligations U.S. Prospectus is accurate and complete in all material respects. The authorized share capital of the Company (including the Equity Shares, U.S. Securities and the ADRs) conforms to be performed hereunder on or the description thereof under the headings "Description of Equity Shares" and "Description of American Depositary Shares" in the U.S. Prospectus. (iii) The shares of capital stock of the Company outstanding prior thereto to the issuance of the Equity Shares represented by the U.S. Securities have been duly performedand validly authorized, are validly issued and outstanding, are fully paid and nonassessable, conform to the description thereof contained in the U.S. Prospectus and, to the best of such counsel's knowledge after due inquiry, have been issued in compliance with the registration and qualification requirements of Indian securities laws. The Equity Shares represented by the U.S. Securities and deposited pursuant to the Deposit Agreement in accordance with the U.S. Underwriting Agreement (the "Deposited Shares") have been duly and validly authorized by the Company, and when such Equity Shares are issued and delivered upon payment in accordance with the terms of the U.S. Underwriting Agreement, such Equity Shares will be duly and validly issued and outstanding, fully paid, and nonassessable, rank pari passu with the other Equity Shares outstanding, except as specifically indicated to the contrary in the U.S. Prospectus, and will not be subject to any lien, encumbrance, preemptive right, equity, call right or other claim, and there are no restrictions on the voting or transfer of the Deposited Shares, the U.S. Securities or the ADRs, except as described in the U.S. Prospectus. The Deposited Shares, when deposited pursuant to the Deposit Agreement in accordance with the U.S. Underwriting Agreement, will continue to be validly issued and outstanding and fully paid and nonassessable and will entitle the holders thereof to the rights specified in the U.S. Securities, the ADRs and the Deposit Agreement. The form of certificate for the Equity Shares conforms to the requirements of Indian law and the charter documents of the Company, and the U.S. Securities and the ADRs conform to the requirements of the Deposit Agreement. (iv) All of the outstanding shares of capital stock of IndiaWorld have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights. As of the date of the U.S. Underwriting Agreement, the Company owns 24.5% of the outstanding shares of capital stock of IndiaWorld and has the right to acquire the remaining 75.5% by June 30, 2000. Upon payment of the purchase price for the remaining 75.5% of the outstanding shares of capital stock of IndiaWorld, the Company will own 100% of the outstanding shares of capital stock of IndiaWorld free and clear of any security interest, mortage, pledge, lien, encumbrance, claim or equity. (v) There are neither any preemptive nor other similar rights to subscribe for or to purchase any of the Deposited Shares or the U.S. Securities, or except for rights that have been validly waived, nor any restrictions on the voting or transfer of any of the Equity Shares, in either case, pursuant to the charter documents of the Company or any agreement known to us to which the Company is a party, and the deposit of such Equity Shares pursuant to the Deposit Agreement will not give rise to any such preemptive or other similar rights or restrictions. (vi) The Company has full power and authority to enter into and perform its obligations under the U.S. Underwriting Agreement and the Deposit Agreement (together, the "Principal Agreements") and to file the Registration Statement, ADS Registration Statement and the Rule 462(b) Registration Statement with the Commission. The Principal Agreements have been duly authorized, executed and delivered by the Company and, assuming they are valid and binding agreements under the laws of the State of New York by which they are expressed to be governed, and under the U.S. federal securities laws, the Principal Agreements constitute valid and binding agreements of the Company, enforceable in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, save that the said Principal Agreements will only be admissible in evidence in India for the purposes of enforcement if they are duly stamped in accordance with the Indian Stamp Act, 1899 and the Tamil Nadu Stamp Act, 1957 within three months from the date of their first receipt in India with the proper stamp duty chargeable thereon. The Deposit Agreement, the U.S. Securities and the ADRs conform to the description thereof in the U.S.

Conditions of U. S. Underwriters' Obligations. The several obligations of the several U.S. Underwriters to purchase and pay for the Firm Shares hereunder are Stock shall be subject to the performance by the Company and by the Selling Securityholders of all their respective obligations to be performed hereunder at or prior to the Closing Date or any later date on which Option Stock is to be purchased, as the case may be, and to the following further conditions: (a) All of the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) If, at the time this Agreement is executed and delivered, it is necessary for the The Registration Statement or a post-effective amendment thereto (including pursuant to Rule 462(b)) to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 P.M., New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by youeffective, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement thereof shall have been issued and no proceeding for that purpose proceedings therefor shall have been instituted or, to the knowledge of the Company be pending or any U.S. Underwriter, threatened by the Commission. (b) The legality and sufficiency of the sale of the Stock hereunder and the validity and form of the certificates representing the Stock, all corporate proceedings and other legal matters incident to the foregoing, and any request the form of the Commission for additional information (to be included in the Registration Statement or and of the Prospectuses or otherwise) Prospectus (except as to the financial statements contained therein), shall have been complied with approved at or prior to your satisfactionthe Closing Date by Xxxxxxx Xxxx and Xxxx International, counsel for the U.S. Underwriters. (c) Subsequent to the effective date of this AgreementYou shall have received from Fulbright & Xxxxxxxx L.L.P., there shall not have occurred (i) any change, or any development involving a prospective change, that would have a Material Adverse Effect on U.S. counsel for the Company and certain of the SubsidiariesSelling Securityholders, taken as a whole, not contemplated by the Prospectuses, which in your an opinion, as Representatives of the several U.S. Underwriters, would materially adversely affect the market for the Shares, or (ii) any event or development relating addressed to or involving the Company, the Subsidiaries, or any officer or director of the Company or the Subsidiaries which makes any statement made in the Prospectuses untrue or which, in the opinion of the Company and its counsel or the U.S. Underwriters and their dated the Closing Date, covering the matters set forth in Annex B hereto, and if Option Stock is purchased at any date after the Closing Date, an additional opinion from such counsel, requires addressed to the making U.S. Underwriters and dated such later date, confirming that the statements expressed as of the Closing Date in such opinion remain valid as of such later date. (d) You shall have received from Xxxxxxxxx Xxxxxx & Xxxxx, U.K. counsel for the Company, an opinion, addressed to the U.S. Underwriters and dated the Closing Date, covering the matters set forth in Annex C hereto, and if Option Stock is purchased at any addition date after the Closing Date, an additional opinion from such counsel, addressed to or change the U.S. Underwriters and dated such later date, confirming that the statements expressed as of the Closing Date in such opinion remain valid as of such later date. (e) You shall be satisfied that (i) as of the Effective Date, the statements made in the Prospectuses in order Registration Statement and the Prospectus were true and correct and neither the Registration Statement nor the Prospectus omitted to state a any material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein therein, respectively, not misleading, if amending (ii) since the Effective Date, no event has occurred which should have been set forth in a supplement or supplementing amendment to the Prospectuses Prospectus which has not been set forth in such a supplement or amendment, (iii) since the respective dates as of which information is given in the Registration Statement in the form in which it originally became effective and the Prospectus contained therein, there has not been any material adverse change or any development involving a prospective material adverse change in or affecting the business, properties, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, and, since such dates, except in the ordinary course of business, neither the Company nor any of its subsidiaries has entered into any material transaction not referred to reflect such event in the Registration Statement in the form in which it originally became effective and the Prospectus contained therein, (iv) neither the Company nor any of its subsidiaries has any material contingent obligations which are not disclosed in the Registration Statement and the Prospectus, (v) there are not any pending or development wouldknown threatened legal proceedings to which the Company or any of its subsidiaries is a party or of which property of the Company or any of its subsidiaries is the subject which are material and which are not disclosed in the Registration Statement and the Prospectus, (vi) there are not any franchises, contracts, leases or other documents which are required to be filed as exhibits to the Registration Statement which have not been filed as required, (vii) the representations and warranties of the Company and the Selling Securityholders herein are true and correct in your opinionall material respects as of the Closing Date or any later date on which Option Stock is to be purchased, as Representatives of the several U.S. Underwriterscase may be, materially adversely affect and (viii) there has not been any material change in the market for securities in general or in political, financial or economic conditions from those reasonably foreseeable at the Sharestime of execution of this Agreement as to render it impracticable in your reasonable judgment to make a public offering of the Stock, or a material adverse change in market levels for securities in general (or those of companies in particular) or financial or economic conditions which render it inadvisable to proceed. (df) You shall have received on the Closing Date and on any later date on which Option Stock is purchased a certificate, dated the Closing DateDate or such later date, as the case may be, and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, stating that the respective signers of said certificate have carefully examined the Registration Statement in the form in which it originally became effective and the Prospectus contained therein and any supplements or amendments thereto, and that the statements included in clauses (i) through (vii) of paragraph (e) of this Section 9 are true and correct. (g) You shall have received from KPMG a letter, addressed to the U.S. Underwriters and dated the Closing Date and any later date on behalf which Option Stock is purchased, confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder and based upon the procedures described in their letter delivered to you concurrently with the execution of this Agreement (herein called the Original Letter), but carried out to a date not more than three business days prior to the Closing Date or such later date on which Option Stock is purchased (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing Date or such later date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in such Original Letter since the date of such Original Letter or to reflect the availability of more recent financial statements, data or information. The letters shall not disclose any change, or any development involving a prospective change, in or affecting the business or properties of the Company by or any two officers (for of its subsidiaries which, in your sole judgment, makes it impractical or inadvisable to proceed with the purpose of this subsection (d) "officer" shall mean the Chairman public offering of the BoardStock or the purchase of the Option Stock as contemplated by the Prospectus. (h) You shall have been furnished evidence in usual written or telegraphic form from the appropriate authorities of the several jurisdictions, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary or Assistant Secretary) in form and substance reasonably other evidence satisfactory to you, confirming, as of the qualification referred to in paragraph (f) of Section 6 hereof. (i) Prior to the Closing Date, the matters set forth Stock to be issued and sold by the Company and sold by the Selling Securityholders in paragraphs the U.S. Offering shall have been duly authorized for listing by the Nasdaq National Market upon official notice of issuance and the Stock to be issued and sold by the Company and sold by the Selling Securityholders in the International Offering shall have been duly authorized for listing by EASDAQ. (a), (b), and (cj) of this Section 8, certain incumbency matters and that, as of On or prior to the Closing Date, you shall have received from all Selling Securityholders and all directors and officers of the Company agreements, in form reasonably satisfactory to Xxxxxxxxx & Xxxxx LLC, stating that without the prior written consent of Xxxxxxxxx & Xxxxx LLC on behalf of the U.S. Underwriters, such person or entity will not, for a period of 90 days following the commencement of the public offering of the Stock by the U.S. Underwriters, directly or indirectly, (i) sell, offer, contract to sell, make any short sale, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exchangeable or exercisable for or any rights to purchase or acquire Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences or ownership of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. (k) The International Underwriting Agreement shall not have been terminated and all of the conditions set forth in Sections 8 and 9 thereof shall have been satisfied or waived. All the agreements, opinions, certificates and letters mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if Xxxxxxx Xxxx and Xxxx International, counsel for the U.S. Underwriters, shall be satisfied that they comply in form and scope. In case any of the conditions specified in this Section 9 shall not be fulfilled, this Agreement may be terminated by you by giving notice to the Company and to the Selling Securityholders. Any such termination shall be without liability of the Company or the Selling Securityholders to the U.S. Underwriters and without liability of the U.S. Underwriters to the Company or the Selling Securityholders; provided, however, that (i) in the event of such termination, the Company agrees to indemnify and hold harmless the U.S. Underwriters from all costs or expenses incident to the performance of the obligations of the Company and the Selling Securityholders under this Agreement, including all costs and expenses referred to be performed hereunder in paragraphs (i) and (j) of Section 6 hereof, and (ii) if this Agreement is terminated by you because of any refusal, inability or failure on the part of the Company or prior thereto the Selling Securityholders to perform any agreement herein, to fulfill any of the conditions herein, or to comply with any provision hereof other than by reason of a default by any of the U.S. Underwriters, the Company will reimburse the U.S. Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been duly performedincurred by them in connection with the transactions contemplated hereby.

Conditions of U. S. Underwriters' Obligations. The several obligations of the U.S. Underwriters to purchase the Firm Shares hereunder are subject to the following conditions: (a) All of the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. (bi) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto (including pursuant to Rule 462(b)) to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 P.M., P.M. New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or any U.S. Underwriter, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectuses or otherwise) shall have been complied with to your reasonable satisfaction. (cii) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, that would have a Material Adverse Effect material adverse effect on the condition, financial or otherwise, earnings, business, prospects, or results of operations of the Company and the Subsidiaries, its subsidiaries taken as a whole, not contemplated by the Prospectuses, which in your opinion, as Representatives of the several U.S. Underwriters, opinion would materially adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Company, the Subsidiaries, Company or any officer or director of the Company or the Subsidiaries any Selling Shareholder which makes any statement made in the Prospectuses untrue or which, in the opinion of the Company and its counsel or the U.S. Underwriters and their counsel, requires the making of any addition to or change in the Prospectuses in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your opinion, as Representatives of the several U.S. Underwriters, materially adversely affect the market for the Shares. (diii) You shall have received a certificateon the Closing Date an opinion of Xxxxx, Xxxxx & Xxxxx, counsel for the Company and LaSalle Re, dated the Closing Date, signed on behalf Date and addressed to you to the effect that: (1) This Agreement is a valid and binding agreement of the Company by any two officers Company. (for the purpose of this subsection (d2) "officer" shall mean the Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary or Assistant Secretary) in form and substance reasonably satisfactory to you, confirming, as of On the Closing Date, all of the matters outstanding shares of capital stock of the Company and LaSalle Re (including the Shares) conformed in all material respects to the description thereof contained in the Prospectuses; to the knowledge of such counsel, the Shares are not subject to any contractual pre-emptive or other similar rights; the form of certificates for the Shares conforms to the requirements of the Nasdaq National Market; and the Shares have been approved for quotation on the Nasdaq National Market. (3) To the knowledge of such counsel there is no legal or governmental action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, contemplated or threatened against the Company or any of its subsidiaries or any injunction, restraining order or order of any nature by a court of competent jurisdiction, arising out of or in connection with the consummation of the transactions contemplated by this Agreement. (4) The Registration Statement and each post-effective amendment, if any, is effective under the Act and the Rules and Regulations and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement or any part thereof or preventing or suspending the use of any Prepricing Prospectus has been issued under the Act or the Rules and Regulations or proceedings therefor initiated or threatened or are pending or contemplated by the Commission, and any required filing of the Prospectuses pursuant to Rule 424(b) has been made in accordance with such rule. (5) Statements set forth in paragraphs (a)the Prospectuses under the headings "Risk Factors", (b)"Management's Discussion and Analysis of Financial Condition and Results of Operations", "Business", "Management", "Certain Transactions", "Description of Capital Stock" and in the Registration Statement under Items 14 and 15 of Part II of the Registration Statement, insofar as such statements constitute a summary of the legal matters, documents or proceedings or refer to statements of regulation, law or legal conclusions referred to therein fairly present the information called for with respect to such legal matters, documents or proceedings and statements, and (c) of this Section 8, certain incumbency matters and that, as of the Closing Date, the obligations of the Company to be performed hereunder on or prior thereto have been duly performedare accurate in all material respects.

Conditions of U. S. Underwriters' Obligations. The several obligations of the U.S. Underwriters to purchase the Firm Shares hereunder are subject to the following conditions: (a) All of the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto (including pursuant to Rule 462(b)) to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 P.M., P.M. New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or any U.S. Underwriter, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectuses or otherwise) shall have been complied with to your satisfaction. (cb) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, that would have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, not contemplated by the Prospectuses, which in your opinion, as Representatives of the several U.S. Underwriters, would materially materially, adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Company, the Subsidiaries, Company or any officer or director of the Company or the Subsidiaries any Selling Stockholder which makes any statement of material fact made in the Prospectuses untrue or which, in the opinion of the Company and its counsel or the U.S. Underwriters and their counsel, requires the making of any addition to or change in the Prospectuses in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements of material fact therein not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your opinion, as Representatives of the several U.S. Underwriters, materially adversely affect the market for the Shares. (c) You shall have received on the Closing Date an opinion of Xxxxxxxx & Xxxxx, counsel for the Company and the Selling Stockholders, dated the Closing Date and addressed to you, as Representatives of the several U.S. Underwriters, in substantially the form of Exhibit A hereto. (d) You shall have received on the Closing Date an opinion of Xxxxxx & Xxxxxxx, counsel for the U.S. Underwriters, dated the Closing Date, with respect to the Registration Statement and the Prospectuses and such other related matters as you may reasonably request. (e) You shall have received a letter addressed to you, as Representatives of the several U.S. Underwriters, and dated the date hereof and the Closing Date from Price Waterhouse LLP, independent certified public accountants, substantially in the forms heretofore approved by you. (i) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated by the Commission at or prior to the Closing Date; (ii) there shall not have been any material change in the capital stock of the Company nor any material increase in the short-term or long-term debt of the Company (other than in the ordinary course of business) from that set forth or contemplated in the Registration Statement or the Prospectuses (or any amendment or supplement thereto); (iii) there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectuses (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement and Prospectuses (or any amendment or supplement thereto), any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and the Subsidiaries taken as a whole; and (iv) all the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects 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 (except to the extent they expressly relate to an earlier date), and you shall have received a certificate, dated the Closing Date, Date and signed on behalf by the chief executive officer and the chief financial officer of the Company (or, at the Company's option, such other officers as are acceptable to you), to the effect set forth in this Section 10(f) and in Section 10(g) hereof. (g) The Company shall not have failed in any material respect at or prior to the Closing Date to have performed or complied with any of its agreements contained in this Agreement or the International Underwriting Agreement and required to be performed or complied with by any two officers it hereunder at or prior to the Closing Date. (for h) All the purpose of this subsection (d) "officer" shall mean the Chairman representations and warranties of the BoardSelling Stockholders contained in this Agreement shall be true and correct in all material respects, on and as of the Presidentdate hereof and on and as of the Closing Date (except to the extent they expressly relate to an earlier date), any Vice President, the Chief Financial Officer, the Treasurer, the Secretary or Assistant Secretary) in form as if made on and substance reasonably satisfactory to you, confirming, as of the Closing Date, and you shall have received a certificate, dated the matters Closing Date and signed by or on behalf of each Selling Stockholder to the effect set forth in paragraphs (a), (b), and (c) of this Section 810(h) and in Section 10(i) hereof. (i) The Selling Stockholders shall not have failed in any material respect at or prior to the Closing Date to have performed or complied with any of their agreements contained in this Agreement or the International Underwriting Agreement and required to be performed or complied with by them at or prior to the Closing Date. (j) The Sellers shall have furnished or caused to be furnished to you such further certificates and documents as you shall have reasonably requested. (k) The Common Stock shall have been listed or approved for listing subject to notice of issuance, certain incumbency matters on the New York Stock Exchange. (l) The closing of the Reclassification and the Stock Split (as defined in the Prospectuses) as described in the Prospectuses shall have occurred. (m) The closing under the International Underwriting Agreement shall have occurred concurrently with the closing hereunder on the Closing Date, unless such closing shall have failed to occur solely as a result of the failure to occur of the closing hereunder. (n) The closing of the Acquisition of Falconite under the Stock Purchase Agreement shall have occurred concurrently with the closing hereunder on the Closing Date. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to you and your counsel. Any certificate or document signed by any officer of the Company or any Selling Stockholder and delivered to you, as Representatives of the U.S. Underwriters, or to counsel for the U.S. Underwriters, shall be deemed a representation and warranty by the Company, the Selling Stockholders or the particular Selling Stockholder, as the case may be, to each U.S. Underwriter as to the statements made therein. The several obligations of the U.S. Underwriters to purchase Additional Shares hereunder are subject to the satisfaction on and as of any Option Closing Date of the conditions set forth in this Section 10, except that, as of if any Option Closing Date is other than the Closing Date, the obligations certificates, opinions and letters referred to in this Section 10 shall be dated the Option Closing Date in question and the opinions or letters called for by paragraphs (c), (d) and (e) shall be revised to reflect the sale of the Company to be performed hereunder on or prior thereto have been duly performedAdditional Shares.

Conditions of U. S. UnderwritersUNDERWRITERS' ObligationsOBLIGATIONS. The several obligations of the U.S. Underwriters to purchase the Firm Shares hereunder are subject to the following conditions: (a) All of the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto (including pursuant to Rule 462(b)) to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 P.M., P.M. New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or any U.S. Underwriter, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectuses or otherwise) shall have been complied with to your satisfaction. (cb) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, that would have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, not contemplated by the Prospectuses, which in your reasonable opinion, as Representatives of the several U.S. Underwriters, would materially and adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Company, the Subsidiaries, Company or any officer or director of the Company or the Subsidiaries any Selling Stockholder which makes any statement made in the Prospectuses untrue or which, in the opinion of the Company and its counsel or the U.S. Underwriters and their counsel, requires the making of any addition to or change in the Prospectuses in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your reasonable opinion, as Representatives of the several U.S. Underwriters, materially and adversely affect the market for the Shares. (dc) You shall have received a certificateon the Closing Date an opinion from Xxxxxxx Xxxxxxx & Xxxxxxxx, corporate counsel for the Company and the Selling Stockholders, dated the Closing Date, signed on behalf of the Company by any two officers (for the purpose of this subsection (d) "officer" shall mean the Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary or Assistant Secretary) in form Date and substance reasonably satisfactory addressed to you, confirming, as Representatives of the Closing Dateseveral U.S. Underwriters, to the matters effect that: (i) The Registration Statement has become effective under the Act and the Prospectus was filed on the date specified in such opinion pursuant to the subsection set forth in paragraphs (a), (b), and (csuch opinion of Rule 424(b) of this Section 8, certain incumbency matters the rules and that, as regulations of the Closing DateCommission under the Act and, to the obligations best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued or proceeding for that purpose has been instituted or threatened by the Commission; (ii) Each of this Agreement and the International Underwriting Agreement constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms; (iii) The statements made in the Prospectuses under the captions "Business," "Description of Capital Stock," "Description of Indebtedness," "Certain Transactions" and "Underwriting," insofar as they purport to be performed hereunder on or prior thereto have been duly performed.constitute summaries of certain terms of documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects;

Conditions of U. S. UnderwritersUNDERWRITERS' ObligationsOBLIGATIONS. The several obligations of the U.S. Underwriters to purchase the Firm Shares hereunder are subject to the following conditions: (a) All of the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto (including pursuant to Rule 462(b)) or an Abbreviated Registration Statement to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-post- effective amendment or Abbreviated Registration Statement shall have become effective not later than 5:30 P.M., P.M. New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or any U.S. Underwriter, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectuses or otherwise) shall have been complied with to your satisfaction. (cb) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, that would have a Material Adverse Effect material adverse effect on the condition (financial or otherwise), earnings, business or operations of the Company and the Subsidiariesits subsidiaries, taken considered as a wholeone enterprise, not contemplated by the Prospectuses, which in your opinion, as Representatives of the several U.S. Underwriters, would materially materially, adversely affect the market for the Shares, Shares or (ii) any event or development relating to or involving the Company, the Subsidiaries, Company or any officer or director of the Company or the Subsidiaries which makes any statement made in the Prospectuses untrue or which, in the opinion of the Company and its counsel or the U.S. Underwriters and their counsel, requires the making of any addition to or change in the Prospectuses in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your opinion, as Representatives of the several U.S. Underwriters, materially adversely affect the market for the Shares. (dc) You shall have received a certificateon the Closing Date an opinion of Xxxxxxx Coie, counsel for the Company, dated the Closing Date, signed on behalf of the Company by any two officers (for the purpose of this subsection (d) "officer" shall mean the Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary or Assistant Secretary) in form Date and substance reasonably satisfactory addressed to you, confirming, as Representatives of the Closing Dateseveral U.S. Underwriters, to the matters set forth effect that: (i) The Company is a corporation validly existing and in paragraphs (a), (b), and (c) of this Section 8, certain incumbency matters and that, as good standing under the laws of the Closing DateState of Washington. (ii) This Agreement has been duly authorized, executed and delivered by the obligations of the Company to be performed hereunder on or prior thereto Company. (iii) The Underwritten Shares have been duly performedauthorized and when issued and delivered to the U.S. Underwriters and Managers against payment therefor in accordance with the terms of this Agreement and the International Underwriting Agreement, will be validly issued, fully paid and nonassessable and free of any preemptive rights. (iv) The form of certificates for the Shares conforms to the requirements of the Washington Business Corporation Act. (v) The Registration Statement and all post-effective amendments, if any, have become effective under the Act and, to the best knowledge of such counsel after reasonable inquiry, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending before or contemplated by the Commission; and any required filing of the Prospectuses pursuant to Rule 424(b) has been made in accordance with Rule 424(b). (vi) The statements in the Registration Statement and the Prospectuses under the captions "Description of Capital Stock," "Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders" and "Information Not Required in Prospectus -- Indemnification of Directors and Officers," to the extent that such statements constitute matters of law or legal conclusions, have been reviewed by such counsel and are accurate in all material respects and fairly present the information disclosed therein. (vii) Except as previously made or obtained, as the case may be, under the Act or as may be required under securities or blue sky laws of any jurisdiction governing the purchase and distribution of the Underwritten Shares, and except for any Governmental Approval pursuant to laws, rules and regulations governing insurance companies, as to which such counsel has not been requested to render an opinion, no Governmental Approval is necessary or required in connection with the execution or delivery by the Company of this Agreement or the Shares, as applicable, or the performance by the Company of the transactions contemplated thereby. The term "Governmental Approval" means any filing with, or authorization, approval, consent, license, order, registration, qualification or decree of any Governmental Authority pursuant to Applicable Laws (as defined below). The term "Applicable Laws" means only those laws, rules and regulations of the state of Washington and of the United States of America which, in such counsel's experience, are ordinarily applicable to transactions of the type contemplated by this Agreement. The term "Governmental Authority" means any Washington or federal legislative, judicial, administrative or regulatory body under Applicable Laws.

Conditions of U. S. UnderwritersUNDERWRITERS' ObligationsOBLIGATIONS. The several obligations of the U.S. Underwriters to purchase the Firm Shares hereunder are subject to the following conditions: (a) All of the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto (including pursuant to Rule 462(b)) to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 P.M., P.M. New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or any U.S. Underwriter, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectuses or otherwise) shall have been complied with to your satisfaction. (cb) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, that would have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, not contemplated by the Prospectuses, which in your reasonable opinion, as Representatives of the several U.S. Underwriters, would materially and adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Company, the Subsidiaries, Company or any officer or director of the Company or the Subsidiaries any Selling Stockholder which makes any statement made in the Prospectuses untrue or which, in the opinion of the Company and its counsel or the U.S. Underwriters and their counsel, requires the making of any addition to or change in the Prospectuses in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your reasonable opinion, as Representatives of the several U.S. Underwriters, materially and adversely affect the market for the Shares. (dc) You shall have received a certificateon the Closing Date an opinion from Xxxxxxx Xxxxxxx & Xxxxxxxx, corporate counsel for the Company and the Selling Stockholders, dated the Closing Date, signed on behalf of the Company by any two officers (for the purpose of this subsection (d) "officer" shall mean the Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary or Assistant Secretary) in form Date and substance reasonably satisfactory addressed to you, confirming, as Representatives of the Closing Dateseveral U.S. Underwriters, to the matters effect that: (i) The Registration Statement has become effective under the Act and the Prospectuses were filed on the date specified in such opinion pursuant to the subsection set forth in paragraphs (a), (b), and (csuch opinion of Rule 424(b) of this Section 8, certain incumbency matters the rules and that, as regulations of the Closing DateCommission under the Act and, to the obligations best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued or proceeding for that purpose has been instituted or threatened by the Commission; (ii) Each of this Agreement and the International Underwriting Agreement constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms; (iii) The statements made in the Prospectuses under the captions "Business," "Description of Capital Stock," "Description of Indebtedness," "Certain Transactions" and "Underwriting," insofar as they purport to be performed hereunder on or prior thereto have been duly performed.constitute summaries of certain terms of documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects;

Conditions of U. S. UnderwritersUNDERWRITERS' ObligationsOBLIGATIONS. The several obligations of the U.S. Underwriters to purchase the Firm Shares hereunder are subject to the following conditions: (a) All of the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto (including pursuant to Rule 462(b)) to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 P.M., P.M. New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or any U.S. Underwriter, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectuses or otherwise) shall have been complied with to your satisfaction. (cb) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, that would have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, not contemplated by the Prospectuses, which in your opinion, as Representatives of the several U.S. Underwriters, would materially materially, adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Company, the Subsidiaries, Company or any officer or director of the Company or the Subsidiaries which makes any statement made in the Prospectuses untrue or which, in the opinion of the Company and its counsel or the U.S. Underwriters and their counsel, requires the making of any addition to or change in the Prospectuses in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your opinion, as Representatives of the several U.S. Underwriters, materially adversely affect the market for the Shares. (c) You shall have received on the Closing Date an opinion of Millbank, Tweed, Xxxxxx & XxXxxx, counsel for the Company, dated the Closing Date and addressed to you, as Representatives of the several U.S. Underwriters, in the form set forth on Schedule II hereof. (d) You shall have received on the Closing Date an opinion of Nida & Xxxxxxx, counsel for the Company, dated the Closing Date and addressed to you, as Representatives for the several U.S. Underwriters, in the form set forth on Schedule III hereof. (e) You shall have received on the Closing Date opinions of foreign counsel, dated the Closing Date, concerning the Company's material foreign Subsidiaries in forms reasonably satisfactory to the Representatives of the several U.S. Underwriters and addressed to you, as Representatives of the several U.S. Underwriters. (f) You shall have received on the Closing Date an opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel for the U.S. Underwriters, dated the Closing Date, in the form set forth on Schedule IV herefo. (g) You shall have received letters addressed to you, as Representatives of the several U.S. Underwriters, and dated the date hereof and the Closing Date from KPMG Peat Marwick LLP, independent certified public accountants, substantially in the forms heretofore approved by you. (i) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated by the Commission at or prior to the Closing Date; (ii) there shall not have been any material change in the capital stock of the Company nor any material increase in the short-term or long-term debt of the Company (other than in the ordinary course of business) from that set forth or contemplated in the Registration Statement or the Prospectuses (or any amendment or supplement thereto); (iii) there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectuses (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement and Prospectuses (or any amendment or supplement thereto), any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries taken as a whole; and (iv) all 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, and you shall have received a certificate, dated the Closing Date, Date and signed on behalf by the chief executive officer and the chief financial officer of the Company (or such other officers as are acceptable to you), to the effect set forth in this Section 8(h) and in Section 8(i) hereof. (i) The Company shall not have failed at or prior to the Closing Date to have performed or complied with any of its agreements herein contained and required to be performed or complied with by any two officers it hereunder at or prior to the Closing Date. (j) The Company shall have furnished or caused to be furnished to you such further certificates and documents as you shall have reasonably requested. (k) The Common Stock shall have been listed or approved for listing, subject to notice of issuance, on the purpose of this subsection Nasdaq National Market. (dl) "officer" The closing under the International Underwriting Agreement shall mean have occurred on the Chairman of Closing Date concurrently with the Boardclosing hereunder. All such opinions, certificates, letters and other documents will be in compliance with the President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary or Assistant Secretary) provisions hereof only if they are reasonably satisfactory in form and substance reasonably satisfactory to you and your counsel. Any certificate or document signed by any executive officer of the Company and delivered to you, confirmingas Representatives of the U.S. Underwriters, or to counsel for the U.S. Underwriters, shall be deemed a representation and warranty by the Company to each U.S. Underwriter as to the statements made therein. The several obligations of the U.S. Underwriters to purchase Additional Shares hereunder are subject to the satisfaction on and as of any Option Closing Date of the conditions set forth in this Section 8, except that, if any Option Closing Date is other than the Closing Date, the matters set forth certificates, opinions and letters referred to in this Section 8 shall be dated the Option Closing Date in question and the opinions or letters called for by paragraphs (ac), (bd), (e), (f) and (cg) shall be revised to reflect the sale of this Section 8, certain incumbency matters and that, as of the Closing Date, the obligations of the Company to be performed hereunder on or prior thereto have been duly performedAdditional Shares.

Conditions of U. S. Underwriters' Obligations. The several respective obligations of the several U.S. Underwriters to purchase the Firm Shares hereunder are shall be subject to the accuracy, at and (except as otherwise stated herein) as of the date hereof and at and as of each of the Closing Dates, of the representations and warranties made herein by the Company and the Selling Stockholders to compliance at and as of each of the Closing Dates by the Company and the Selling Stockholders with their covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to each of the Closing Dates, and to the following additional conditions: (a) All of the representations and warranties of the Company contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) If, at the time this Agreement is executed and delivered, it is necessary for the The Registration Statement or a post-effective amendment thereto (including pursuant to Rule 462(b)) to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 P.M., New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement thereof shall have been issued and no proceeding proceedings for that purpose shall have been instituted initiated or, to the knowledge of the Company or any U.S. Underwriterthe Representatives, shall be threatened by the Commission, and any request for additional information on the part of the Commission for additional information (to be included in the Registration Statement or the Prospectuses Prospectus or otherwise) shall have been complied with to your satisfactionthe reasonable satisfaction of the Representatives. Any filings of the Prospectus, or any supplement thereto, required pursuant to Rule 424(b) or Rule 434 of the Rules and Regulations, shall have been made in the manner and within the time period required by Rule 424(b) and Rule 434 of the Rules and Regulations, as the case may be. (b) The Representatives shall have been satisfied that there shall not have occurred any change prior to each of the Closing Dates, in the condition (financial or otherwise), properties, business, management, net worth or results of operations of the Company and its subsidiaries considered as a whole, or any change in the capital stock, short-term or long-term debt of the Company and its subsidiaries considered as a whole, such that (i) the Registration Statement or the Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact which, in the reasonable opinion of the Representatives, is material, or omits to state a fact which, in the reasonable opinion of the Representatives, is required to be stated therein or is necessary to make the statements therein not misleading or (ii) it is impracticable in the reasonable judgment of the Representatives to proceed with the public offering or purchase the Stock as contemplated hereby. (c) Subsequent The Representatives shall be satisfied that no legal or governmental action, suit or proceeding affecting the Company which is material and adverse to the effective date Company or which affects or may affect the Company's or the Selling Stockholders' ability to perform their respective obligations under this Agreement shall have been instituted or threatened and there shall have occurred no material adverse development in any existing such action, suit or proceeding. (d) At the time of execution of this Agreement, there the Representatives shall not have occurred received from KPMG Peat Marwick LLP, independent certified public accountants, a letter, dated the date hereof, in form and substance satisfactory to the U.S. Underwriters to the effect set forth in Exhibit I hereto. (e) The Representatives shall have received from KPMG Peat Marwick LLP, independent certified public accountants, letters, dated each of the Closing Dates, to the effect that such accountants reaffirm, as of each of the Closing Dates, and as though made on each of the Closing Dates, the statements made in the letter furnished by such accountants pursuant to paragraph (d) of this Section 8. (f) The Representatives shall have received (i) any changefrom Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, or any development involving a prospective changeXxofessional Corporation, that would have a Material Adverse Effect on United States securities counsel for the Company Company; (ii) from Oppenhoff & Radlxx, Xxrman counsel for the Company; and (iii) from the SubsidiariesLaw Offices of Robexx Xxxxxx, taken as a wholeXxq., not contemplated by intellectual property counsel to the ProspectusesCompany, which in your an opinion, as Representatives dated each of the several Closing Date, to the effect set forth in Exhibits II, III and IV hereto, respectively. (g) The Representatives shall have received from Rogexx & Xellx, counsel for the U.S. Underwriters, would materially adversely affect their opinion dated each of the market for Closing Dates with respect to the Shares, or (ii) any event or development relating to or involving incorporation of the Company, the Subsidiariesvalidity of the Stock, the Registration Statement and the Prospectus and such other related matters as it may reasonably request, and the Company shall have furnished to such counsel such documents as they may request for the purpose of enabling them to pass upon such matters. (h) The Representatives shall have received from _____________________, counsel for the Selling Stockholders, an opinion dated the Closing Date, to the effect set forth in Exhibit V. (i) The Representatives shall have received a certificate or any certificates, dated each of the Closing Dates, of the chief executive officer or director the President and the chief financial or accounting officer of the Company to the effect that: (i) No stop order suspending the effectiveness of the Registration Statement has been issued, and, to the knowledge of the signers, no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (ii) Neither any Pre-effective Prospectus, as of its date, nor the Registration Statement or the Subsidiaries which makes Application for Admission nor the Prospectus or the German Prospectus, nor any statement made in the Prospectuses untrue amendment or whichsupplement thereto, in the opinion as of the Company and its counsel time when the Registration Statement or the U.S. Underwriters Application for Admission, as the case may be, became effective and their counselat all times subsequent thereto up to the delivery of such certificate, requires the making contained any untrue statement of any addition to or change in the Prospectuses in order to state a material fact or omitted to state any material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your opinion, as Representatives ; (iii) The representations and warranties of the several U.S. UnderwritersCompany in this Agreement are true and correct at and as of each of the Closing Dates, and the Company has complied with all the agreements and performed or satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Dates; provided, however, that the representation contained in clause (ii) of paragraph 2(a)(z) hereof need not be true as of a Closing Date; and (iv) Since the respective dates as of which information is given in the Registration Statement, the Prospectus and the German Prospectus, and except as disclosed in or contemplated by the Prospectus, (i) there has not been any material adverse change or a development involving a material adverse change in the condition (financial or otherwise), properties, business, management, net worth or results of operations of the Company and its subsidiaries considered as a whole; (ii) the business and operations conducted by the Company and its subsidiaries have not sustained a loss by strike, fire, flood, accident or other calamity (whether or not 25 insured) of such a character as to interfere materially with the conduct of the business and operations of the Company and its subsidiaries considered as a whole; (iii) no legal or governmental action, suit or proceeding is pending or to the knowledge of the signers threatened against the Company which is material to the Company, whether or not arising from transactions in the ordinary course of business, or which may materially and adversely affect the market for transactions contemplated by this Agreement; (iv) since such dates and except as so disclosed, the SharesCompany has not incurred any material liability or obligation, direct, contingent or indirect, made any change in its capital stock (except pursuant to the 1997 Plans), made any material change in its short-term or funded debt or repurchased or otherwise acquired any of the Company's capital stock; and (v) the Company has not declared or paid any dividend, or made any other distribution, upon its outstanding capital stock payable to stockholders of record on a date prior to the Closing Date. (dj) You The Selling Stockholders shall have furnished to the Representatives certificates as to the accuracy, at and as of each of the Closing Dates, of the representations and warranties made herein by them and as to compliance at and as of each of the Closing Dates by them with their covenants and agreements herein contained and other provisions hereof to be satisfied at or prior to each of the Closing Dates, and as to satisfaction of the other conditions to the obligations of the U.S. Underwriters hereunder. (k) Cowen shall have received a certificatethe written agreements, dated substantially in the form of Exhibit VI hereto, of the officers, directors and certain holders of Common Stock that each will not offer, sell, assign, transfer, encumber, contract to sell, register for sale, grant an option to purchase or otherwise dispose of, other than by operation of law, gifts, pledges or dispositions by estate representatives, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by such officer, director or holder in accordance with the Rules and Regulations) during the 90 days following the date of the final Prospectus except as provided therein. (l) The Nasdaq National Market shall have approved the Stock for listing, subject only to official notice of issuance. (m) The Closing under the International Underwriting Agreement shall have occurred concurrently with the Closing hereunder on the Closing Date. All opinions, signed certificates, letters and other documents will be in compliance with the provisions hereunder only if they are reasonably satisfactory in form and substance to the Representatives. The Company will furnish to the Representatives conformed copies of such opinions, certificates, letters and other documents as the Representatives shall reasonably request. If any of the conditions hereinabove provided for in this Section shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by the Representatives by notifying the Company of such termination in writing or by telegram at or prior to each of the Closing Dates, but Cowen, on behalf of the Company by Representatives, shall be entitled to waive any two officers (for the purpose of this subsection (d) "officer" shall mean the Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary or Assistant Secretary) in form and substance reasonably satisfactory to you, confirming, as of the Closing Date, the matters set forth in paragraphs (a), (b), and (c) of this Section 8, certain incumbency matters and that, as of the Closing Date, the obligations of the Company to be performed hereunder on or prior thereto have been duly performedsuch conditions.

Conditions of U. S. Underwriters' Obligations. The several obligations of the U.S. Underwriters to purchase and pay for the Firm U.S. Shares hereunder are and the Additional U.S. Shares, as provided herein, shall be subject to the following conditions: (a) All accuracy of the representations and warranties of the Company contained in this Agreement shall be true and correct on Medaphis herein contained, as of the Closing Date with the same force and effect as if made on date hereof and as of the Closing Date (for purposes of this Section 8 "Closing Date." shall refer to the Closing Date for the Firm U.S. Shares and any Additional Closing Date, if different, for the Additional U.S. Shares), to the absence from any certificates, opinions, written statements or letters furnished to you or to Simpxxx Xxxxxxx & Xartxxxx ("Xnderwriters' Counsel") pursuant to this Section 8 of any misstatement or omission, to the performance by the Company of its obligations hereunder, and to the following additional conditions: (ba) If, at the time this Agreement is executed and delivered, it is necessary for the The Registration Statement or a post-effective amendment thereto (including pursuant to Rule 462(b)) to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 P.M., New York City time, on the date hereof, of this Agreement or at such later time and date and time as shall be have been consented to in writing by you; if the Company shall have elected to rely upon Rule 430A or Rule 434 of the Regulations, and all filings, if any, required by Rules 424 and 430A under the Act U.S. Prospectus shall have been filed with the Commission in a timely madefashion in accordance with Section 5(a) hereof; and, at or prior to the Closing Date no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereof shall have been issued and no proceeding for that purpose proceedings therefor shall have been instituted or, to the knowledge of the Company initiated or any U.S. Underwriter, threatened by the Commission. (b) At the Closing Date you shall have received the opinion of King & Spalding, counsel for the Company, dated the Closing Date addressed to the U.S. Underwriters and any request in form and substance satisfactory to Underwriters' Counsel, to the effect that: (i) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the Commission character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for additional information (those failures to be included so qualified or in good standing which will not in the aggregate have a material adverse effect on the Company. The Company has all requisite corporate authority to own, lease and license its respective properties and conduct its business as now being conducted and as described in the Registration Statement or and the Prospectuses or otherwise) shall have been complied with to your satisfactionU.S. Prospectus. (c) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, that would have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, not contemplated by the Prospectuses, which in your opinion, as Representatives of the several U.S. Underwriters, would materially adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Company, the Subsidiaries, or any officer or director of the The Company or the Subsidiaries which makes any statement made in the Prospectuses untrue or which, in the opinion of the Company and its counsel or the U.S. Underwriters and their counsel, requires the making of any addition to or change in the Prospectuses in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your opinion, has an authorized capital stock as Representatives of the several U.S. Underwriters, materially adversely affect the market for the Shares. (d) You shall have received a certificate, dated the Closing Date, signed on behalf of the Company by any two officers (for the purpose of this subsection (d) "officer" shall mean the Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Secretary or Assistant Secretary) in form and substance reasonably satisfactory to you, confirming, as of the Closing Date, the matters set forth in paragraphs (a), (b), the Registration Statement and (c) of this Section 8, certain incumbency matters and that, as of the Closing Date, the obligations of the Company to be performed hereunder on or prior thereto have been duly performed.U.S.