Common use of Conditions Precedent to Obligation of the Purchaser Clause in Contracts

Conditions Precedent to Obligation of the Purchaser. The obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction (or waiver by the Purchaser) of the following conditions on or prior to the Closing Date: (i) the representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on, as of and with reference to the Closing Date (except to the extent such representations and warranties specifically relate to a prior date); (ii) the Seller shall have performed and complied in all material respects with all of its agreements set forth herein that are required to be performed by the Seller on or before the Closing Date; (iii) the Purchasers shall have received a certificate from the Company, in form and substance satisfactory to the Purchasers, dated the Closing Date and signed by the Secretary or an Assistant Secretary of the Company, certifying (a) that the Company is in good standing with the Secretary of State of the State of Delaware, (b) that the attached copies of the Certificate of Incorporation, the resolutions of the Board of Directors are all true, complete and correct and remain unamended and in full force and effect; (iv) since the date hereof, there shall have been no Company Material Adverse Effect; (v) the Shares shall be approved for listing on the New York Stock Exchange; (vi) Michael X. Xxxxxxx xxxxx xave been elected to the Board of Directors in accordance with the terms of the Stockholders Agreement; and (vii) the Purchaser shall have received from the Seller the certificates representing the Shares and the executed Stockholders Agreement and Registration Rights Agreement.

Conditions Precedent to Obligation of the Purchaser. The obligation of the Purchaser to consummate effect the Closing transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of the following additional conditions (compliance with which or waiver the occurrence of which may be waived in whole or in part in a writing executed by the Purchaser, unless such a waiver is prohibited by law): (a) of the following conditions on each Seller shall have performed in all material respects their obligations under this Agreement required to be performed by them at or prior to the Closing Date: (i) , the representations and warranties of the Seller Sellers contained in this Agreement that are qualified with respect to materiality shall be true and correct in all respects, and such representations and warranties that are not so qualified shall be true and correct in all material respects on respects, in each case as of the date of this Agreement and as of the Closing Date as if made at and as of such dates, except with the same effect as though such respect to representations and warranties had been made onwhich speak as to an earlier date, which shall be at and as of such date; and with reference to the Closing Date (except to the extent such representations and warranties specifically relate to a prior date); (ii) the Seller shall have performed and complied in all material respects with all of its agreements set forth herein that are required to be performed by the Seller on or before the Closing Date; (iii) the Purchasers Purchaser shall have received a certificate from signed by an officer of each of the Company, in form and substance satisfactory Sellers as to the Purchasers, dated the Closing Date and signed by the Secretary or an Assistant Secretary satisfaction of the Company, certifying (a) that the Company is in good standing with the Secretary of State of the State of Delaware, this condition; (b) that the attached copies of the Certificate of Incorporation, the resolutions of the Board of Directors are all true, complete and correct and remain unamended and in full force and effect; (iv) since the date hereof, there Sale Order shall have been no Company Material Adverse Effect; entered by the Bankruptcy Court in substantially the form contemplated by this Agreement and shall not have been reversed, stayed, modified, or amended in any manner materially adverse to the Purchaser; (vc) the Shares Sellers shall be approved for listing on have obtained the New York Stock Exchange; (vi) Michael X. Xxxxxxx xxxxx xave been elected Required Contractual Consents material to the Board of Directors in accordance with the terms of the Stockholders Agreement; and (vii) the Purchaser shall have received from the Seller the certificates representing the Shares and the executed Stockholders Agreement and Registration Rights AgreementBusiness;.

Conditions Precedent to Obligation of the Purchaser. The obligation of the Purchaser to consummate effect the Closing transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of the following additional conditions (compliance with which or waiver the occurrence of which may be waived in whole or in part in a writing executed by the Purchaser, unless such a waiver is prohibited by law): (a) of the following conditions on each Seller shall have performed in all material respects their obligations under this Agreement required to be performed by them at or prior to the Closing Date: (i) , the representations and warranties of the Seller Sellers contained in this Agreement that are qualified with respect to materiality shall be true and correct in all respects, and such representations and warranties that are not so qualified shall be true and correct in all material respects on respects, in each case as of the date of this Agreement and as of the Closing Date as if made at and as of such dates, except with the same effect as though such respect to representations and warranties had been made onwhich speak as to an earlier date, which shall be at and as of such date; and with reference to the Closing Date (except to the extent such representations and warranties specifically relate to a prior date); (ii) the Seller shall have performed and complied in all material respects with all of its agreements set forth herein that are required to be performed by the Seller on or before the Closing Date; (iii) the Purchasers Purchaser shall have received a certificate from signed by an officer of each of the Company, in form and substance satisfactory Sellers as to the Purchasers, dated the Closing Date and signed by the Secretary or an Assistant Secretary satisfaction of the Company, certifying (a) that the Company is in good standing with the Secretary of State of the State of Delaware, this condition; (b) that the attached copies of the Certificate of Incorporation, the resolutions of the Board of Directors are all true, complete and correct and remain unamended and in full force and effect; (iv) since the date hereof, there Sale Order shall have been no Company Material Adverse Effect; entered by the Bankruptcy Court in substantially the form contemplated by this Agreement and shall not have been reversed, stayed, modified, or amended in any manner materially adverse to the Purchaser; (vc) the Shares Sellers shall be approved for listing on have obtained the New York Stock Exchange; (vi) Michael X. Xxxxxxx xxxxx xave been elected Required Contractual Consents material to the Board of Directors in accordance with the terms of the Stockholders Agreement; and (vii) the Purchaser shall have received from the Seller the certificates representing the Shares and the executed Stockholders Agreement and Registration Rights Agreement.Business. ARTICLE VIII

Conditions Precedent to Obligation of the Purchaser. The obligation of the Purchaser to consummate effect the Closing transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by the Purchaser) of the following conditions on at or prior to the Closing Date: Date of the following additional conditions (which conditions may be waived by Purchaser in Purchaser's sole discretion): (a) (i) the Sellers shall have performed in all material respects their obligations under this Agreement required to be performed by them at or prior to the Closing Date and (ii) with respect to those representations and warranties qualified by any materiality standard, the representations and warranties of the Seller Sellers contained in this Agreement shall be true and correct in all respects and with respect to all other representations and warranties, such representations and warranties shall be true and correct in all material respects on respects, in each case as of the date of this Agreement and at and as of the Closing Date with the same effect as though such representations if made at and warranties had been made on, as of and with reference to the Closing Date (except to the extent such representations and warranties specifically relate to a prior date); (ii) the Seller shall have performed and complied in all material respects with all of its agreements set forth herein that are required to be performed by the Seller on or before the Closing Date; (iii) the Purchasers shall have received a certificate from the Company, in form and substance satisfactory to the Purchasers, dated the Closing Date and signed by the Secretary or an Assistant Secretary of the Company, certifying (a) that the Company is in good standing with the Secretary of State of the State of Delaware, ; (b) that the attached copies Business and the Assets shall not have been materially adversely affected in any way by any act of the Certificate God, fire, flood, war, labor disturbance, material tax legislation enacted, loss of Incorporationcustomers, the resolutions of the Board of Directors are all truesales representatives, complete suppliers or decline in business therewith having a Company Material Adverse Effect, or other material event or occurrence, and correct and remain unamended and in full force and effect; (iv) since the date hereof, there shall have been no changes since the date of this Agreement including, but not limited to, any changes reflected by the updated Company Disclosure Letter that have had or may reasonably be expected to have a Company Material Adverse Effect; and (vc) the Shares Sellers shall be approved for listing on the New York Stock Exchange; (vi) Michael X. Xxxxxxx xxxxx xave been elected have delivered to the Board of Directors in accordance with Purchaser all the terms of the Stockholders Agreement; and (vii) the Purchaser shall have received from the Seller the certificates representing the Shares and the executed Stockholders Agreement and Registration Rights Agreementitems required to be delivered by them pursuant to Section 2.2.

Conditions Precedent to Obligation of the Purchaser. The obligation of the Purchaser to consummate effect the Closing Contemplated Transactions shall be subject to the satisfaction at or prior to the Closing Date of the following additional conditions (compliance with which or waiver the occurrence of which may be waived in whole or in part in a writing executed by the Purchaser, unless such a waiver is prohibited by law); (a) of the following conditions on (i) Seller shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Closing Date: , (iii) the representations and warranties of the Seller contained in this Agreement that are qualified with respect to materiality shall be true and correct in all respects, and such representations and warranties that are not so qualified shall be true and correct in all material respects on respects, in each case, as of the date of this Agreement and as of the Closing Date as if made at and as of such dates, except with the same effect as though such respect to representations and warranties had been made onthat speak as to an earlier date, which shall be at and as of such date, except for such failure to satisfy the conditions in clauses (i) and with reference to the Closing Date (except to the extent such representations and warranties specifically relate to a prior date); (ii) the Seller shall above as could not reasonably be expected to have performed and complied in all material respects with all of its agreements set forth herein that are required to be performed by the Seller on or before the Closing Date; (iii) the Purchasers shall have received a certificate from the Company, in form and substance satisfactory to the Purchasers, dated the Closing Date and signed by the Secretary or an Assistant Secretary of the Company, certifying (a) that the Company is in good standing with the Secretary of State of the State of Delaware, (b) that the attached copies of the Certificate of Incorporation, the resolutions of the Board of Directors are all true, complete and correct and remain unamended and in full force and effect; (iv) since the date hereof, there shall have been no Company Material Adverse Effect; (v) the Shares shall be approved for listing on the New York Stock Exchange; (vi) Michael X. Xxxxxxx xxxxx xave been elected to the Board of Directors in accordance with the terms of the Stockholders Agreement; , and (viiiii) the Purchaser shall have received from a certificate signed by an officer of Seller as to the satisfaction of the conditions set forth in clauses (i) and (ii); (b) the Sale Order shall have been entered by the Bankruptcy Court and shall have become final; (c) Seller shall have provided documentation evidencing its requests: (i) that the FDA transfer all INDs to Purchaser; and (ii) Xxxx Xxxxxx and Xxxxxxx Xxxxxxx shall have been paid all amounts owed to them as of the Closing Date for services rendered by either of them to the Seller the certificates representing the Shares and the executed Stockholders Agreement and Registration Rights Agreementafter May 23, 2006.

Conditions Precedent to Obligation of the Purchaser. The obligation of the Purchaser to consummate effect the Closing transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by on or prior to the Purchaser) Closing Date of the following conditions additional conditions: (a) the Seller shall have performed in all material respects its obligations under this Agreement required to be performed by the Seller on or prior to the Closing Date: ; (ib) each of the representations and warranties of the Seller contained in Article IV of this Agreement shall be true and correct in all material respects on respects, as of the date of this Agreement and as of the Closing Date with the same effect as though such representations and warranties had been made onDate, as if made on and as of and with reference to such date, provided, that, the Closing Date (except to the extent such representations and warranties specifically relate to a prior date); (ii) the Seller shall have performed and complied in all material respects with all of its agreements condition set forth herein that are required to in this Section 7.3(b), shall be performed by the Seller on deemed satisfied unless a breach of a representation or before the Closing Date; (iii) the Purchasers shall warranty in Article IV would have received a certificate from the Company, in form and substance satisfactory to the Purchasers, dated the Closing Date and signed by the Secretary or an Assistant Secretary of the Company, certifying (a) that the Company is in good standing with the Secretary of State of the State of Delaware, (b) that the attached copies of the Certificate of Incorporation, the resolutions of the Board of Directors are all true, complete and correct and remain unamended and in full force and effect; (iv) since the date hereof, there shall have been no Company Material Adverse Effect; ; (v) the Shares shall be approved for listing on the New York Stock Exchange; (vi) Michael X. Xxxxxxx xxxxx xave been elected to the Board of Directors in accordance with the terms of the Stockholders Agreement; and (viic) the Purchaser shall have received from the Seller a certificate, dated the certificates representing Closing Date, duly executed by an executive officer of the Shares Seller, satisfactory in form to the Purchaser, to the effect of paragraphs (a) and (b) above; and (d) the executed Stockholders Seller shall have received the consents, assignments, waivers and approvals with respect to the transactions contemplated by this Agreement for the contracts set forth on Schedule 7.3(d) (the "Material Contracts"); provided, that, the Purchaser shall not undermine, impede or otherwise interfere with the Seller's efforts to obtain such consents, assignments, waivers and Registration Rights Agreementapprovals.