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

Conditions Precedent to Obligation of the Seller. The obligation of the Seller to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following additional conditions: (a) the Purchaser shall have performed in all material respects its obligations under this Agreement required to be performed by the Purchaser at or prior to the Closing Date; (b) each of the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date as if made at and as of such date, except where the failure of such representation and warranty to be true and correct would not have a material adverse effect on the Purchaser or the transactions contemplated by this Agreement; (c) not later than June 20, 2002, the Section 363/365 Order shall have been entered by the Bankruptcy Court and such order shall have become a Final Order and, without the necessity of any further action or proceedings by the Seller, shall have as of the Closing Date, effected a full and complete discharge and release of, and thereby extinguish, all debts of the Seller (to the fullest extent possible under the Bankruptcy Code) proposed to be discharged in accordance with this Agreement; (d) the Purchaser shall have acquired the Refinancing Commitment and the Financial Assurance Commitment by the date which is the later of (i) one week after receipt by the Purchaser of all of the audited Balance Sheet required by Section 5.13 and (ii) May 30, 2002; and (e) the Purchaser shall have executed the Ancillary Agreements.

Conditions Precedent to Obligation of the Seller. The obligation of the Seller to effect consummate the transactions contemplated by this Agreement shall be are subject to the satisfaction or waiver fulfillment, at or prior to the Closing Date Date, of each of the following additional conditions: conditions (a) any or all of which may be waived by the Purchaser Seller in whole or in part to the extent permitted by applicable Law if Seller executes a written statement to that effect with respect to the condition so waived or shall have performed in all material respects its obligations under this Agreement required be deemed to be performed by the Purchaser at or prior to the Closing Date; (b) each of so waived upon a Closing): the representations and warranties of the Purchaser contained set forth in this Agreement shall be true and correct at and as of the Closing Date as if made at (other than such representations and warranties that relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), except where to the extent the failure of such representation and warranty to be true and correct representations would not have a material adverse effect on Purchaser's ability to consummate the transactions contemplated hereby, and the Seller shall have received certificates signed by authorized officers of each Purchaser, dated the Closing Date, to the foregoing effect; the Seller shall have received an executed general release from the Company and its Subsidiaries in the form attached hereto as Exhibit 7.21; the Seller shall have received pursuant to Section 2.3 the Purchase Price; the Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date, and the Seller shall have received certificates signed by authorized officers of each Purchaser, dated the Closing Date, to the foregoing effect; there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and the waiting period applicable to the transactions contemplated by this Agreement; (c) not later than June 20, 2002, Agreement under the Section 363/365 Order HSR Act shall have expired or early termination shall have been entered by the Bankruptcy Court and such order shall have become a Final Order and, without the necessity of any further action or proceedings by the Seller, shall have as of the Closing Date, effected a full and complete discharge and release of, and thereby extinguish, all debts of the Seller (to the fullest extent possible under the Bankruptcy Code) proposed to be discharged in accordance with this Agreement; (d) the Purchaser shall have acquired the Refinancing Commitment and the Financial Assurance Commitment by the date which is the later of (i) one week after receipt by the Purchaser of all of the audited Balance Sheet required by Section 5.13 and (ii) May 30, 2002; and (e) the Purchaser shall have executed the Ancillary Agreementsgranted.

Conditions Precedent to Obligation of the Seller. The obligation of and the Seller Buyer. Seller's and Buyer's obligations to effect make their respective deliveries as set forth in Section 3 on the transactions contemplated by this Agreement Closing Date shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following additional conditions: (a) all applicable waiting periods relating to the Purchaser Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall xxxx xxxxxxx xx xeen terminated and any proceedings that may have been filed or instituted thereunder by any governmental agency shall have performed in all material respects its obligations under this Agreement required to be performed by the Purchaser at or prior to the Closing Datebeen satisfactorily concluded; (b) each of the representations and warranties of the Purchaser contained in this Agreement no action, suit or other proceedings shall be true and correct as pending before any court, tribunal or Governmental Authority seeking or threatening to restrain or prohibit the consummation of the Closing Date as if made at and as of such date, except where the failure of such representation and warranty to be true and correct would not have a material adverse effect on the Purchaser or the transactions contemplated by this Agreement, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in the violation of any law, decree or regulation or any Governmental Authority having appropriate jurisdiction; (c) not later than June 20, 2002, the Section 363/365 Order shall have been entered by the Bankruptcy Court and such order shall have become a Final entered the Procedures Order andin accordance with Section 8.6(a) below and the Approval Order in accordance with Section 8.6(b) below, without and the necessity of Approval Order shall not have been stayed, modified, amended, dissolved, revoked or rescinded in any further action or proceedings by the Sellermaterial way, shall have as of the Closing Date, effected a full and complete discharge and release of, and thereby extinguish, all debts of the Seller (to the fullest extent possible under the Bankruptcy Code) proposed to be discharged in accordance with this Agreement;; and (d) the Purchaser Case shall not have acquired the Refinancing Commitment and the Financial Assurance Commitment by the date which is the later of (i) one week after receipt by the Purchaser of all been dismissed or converted to a Chapter 7 bankruptcy pursuant to provisions of the audited Balance Sheet required by Section 5.13 and (ii) May 30, 2002; and (e) the Purchaser shall have executed the Ancillary AgreementsBankruptcy Code.

Conditions Precedent to Obligation of the Seller. The obligation of the Seller to effect the transactions contemplated by this Agreement Contemplated Transactions shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following additional conditions:conditions (compliance with which or the occurrence of which may be waived, in whole or in part, in a writing executed by the Seller, unless such a waiver is prohibited by law): (a) the The Purchaser shall have performed in all material respects its obligations under this Agreement required to be performed by the Purchaser it at or prior to the Closing Date; (b) each of ; the representations and warranties of the Purchaser contained in this Agreement that are qualified as to materiality or a Purchaser Material Adverse Effect shall be true and correct in all respects and the representations and warranties that are not so qualified shall be true and correct in all material 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 date, except where ; and the failure Seller shall have received a certificate of such representation and warranty to be true and correct would not have a material adverse effect on an authorized officer of the Purchaser or as to the transactions contemplated by satisfaction of this Agreementcondition; (cb) not later than June 20, 2002, the Section 363/365 The 363 Order and 365 Order shall have been entered by the Bankruptcy Court in substantially the form contemplated by this Agreement and such shall not have been reversed, stayed, modified or amended in any manner adverse to the Seller; (c) No injunction or order shall have become a Final Order and, without the necessity of any further action or proceedings by the Seller, Governmental Authority shall have be in effect as of the Closing Date, effected a full which retrains or materially and complete discharge and release of, and thereby extinguish, all debts of adversely alters the Seller (to the fullest extent possible under the Bankruptcy Code) proposed to be discharged in accordance with this Agreement;Contemplated Transactions; and (d) The Purchaser shall have delivered to the Seller the documents set forth in Section 3.4; (e) The members of the Purchaser shall have acquired the Refinancing Commitment and the Financial Assurance Commitment by the date which is the later of (i) one week after receipt by made capital contributions to the Purchaser of all to enable the Purchaser to carry out its obligations as set forth in paragraph 3 of the audited Balance Sheet required by Section 5.13 Offer Letter, and, if the Purchaser assigns its right and obligations under this Agreement to an Affiliate, the Purchaser shall have made a capital contribution in cash in an amount of $10,000,000 to such Affiliate, and such Affiliate will have issued to the Purchaser a debt security in a face amount equal to $10,000,000 (ii) May 30the "KPS NOTE"), 2002which KPS Note shall be in substantially the form attached as EXHIBIT B hereto; and (ef) the The Purchaser shall have executed delivered the Ancillary AgreementsTwinsburg Agreement, the DV Associates Agreement and the Letter of Credit in accordance with the terms an conditions of this Agreement.

Conditions Precedent to Obligation of the Seller. The obligation of the Seller to effect consummate the transactions contemplated by this Agreement shall be Closing is subject to the satisfaction or waiver at or prior to the Closing Date of the following additional conditions: (a) the Purchaser shall have performed in all material respects its obligations under this Agreement required to be performed by the Purchaser at fulfillment, on or prior to the Closing Date;, of each of the following conditions (any or all of which may be waived by the Seller in whole or in part to the extent permitted by applicable Law): (ba) each of (i) the representations and warranties of the Purchaser contained set forth in Sections 6.1 (Organization), 6.2 (Authorization), 6.6 (Financial Advisors) and 6.7 (Guarantees) shall be true and correct in all material respects when made and at and as of the Closing as though made at and as of such time (other than such representations and warranties that relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and (ii) the representations and warranties of the Purchaser set forth in this Agreement shall be true and correct (disregarding for purposes of this clause (ii) any qualifications or exceptions as to “materiality”) when made and at and as of the Closing Date as if though made at and as of such time (other than such representations and warranties that relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), except where to the extent the failure of such representation representations and warranty warranties to be so true and correct would has not have had a material adverse effect on the Purchaser or Purchaser’s ability to consummate the transactions contemplated hereby, and the Seller shall have received a certificate signed by an authorized officer of the Purchaser, dated the Closing Date, to the foregoing effect; (b) the Purchaser shall have performed and complied in all material respects with all material obligations and agreements required by this AgreementAgreement to be performed or complied with by the Purchaser on or prior to the Closing Date, and the Seller shall have received a certificate signed by an authorized officer of the Purchaser, dated the Closing Date, to the foregoing effect; (c) there shall not later than June 20be in effect any Order by a Governmental Body of competent jurisdiction restraining, 2002, enjoining or otherwise prohibiting the Section 363/365 Order shall have been entered by the Bankruptcy Court and such order shall have become a Final Order and, without the necessity of any further action or proceedings by the Seller, shall have as consummation of the Closing Date, effected a full and complete discharge and release of, and thereby extinguish, all debts of the Seller (to the fullest extent possible under the Bankruptcy Code) proposed to be discharged in accordance with this Agreementtransactions contemplated hereby; (d) the Purchaser waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have acquired the Refinancing Commitment expired or early termination shall have been granted and the Financial Assurance Commitment by the date which is the later of (i) one week after receipt by the Purchaser of all of the audited Balance Sheet required by Section 5.13 any applicable non-United States antitrust and (ii) May 30, 2002; andmerger control requirements shall have been satisfied; (e) the Purchaser shall have delivered, or caused to be delivered, to the Seller, duly executed Ancillary Agreements to which the Ancillary Agreements.Purchaser or any Affiliate thereof is a party, including the Transition Services Agreement, which will contain arrangements reasonably satisfactory to Seller for the provision of proprietary transition services and the replacement of such services for at least 24 months following the Closing; and (f) the Bankruptcy Court shall have entered a Sale Order in form and substance reasonably satisfactory to Seller and substantially in the form attached hereto as Exhibit B.