Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND MERGER SUB Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND MERGER SUB. The respective obligations of Purchaser and Merger Sub to effect the Merger shall be subject to satisfaction of the following additional conditions at or prior to the Closing Date unless waived by Purchaser pursuant to Section 6.4 hereof: (a) The representations and warranties of Seller set forth in Article 2 hereof shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date), except as affected by the transactions contemplated by this Reorganization Agreement or consented to in writing by Purchaser; provided, however, that (i) in determining whether or not the condition contained in this paragraph (a) shall be satisfied, no effect shall be given to any exceptions in such representations and warranties relating to materiality or Material Adverse Effect and (ii) the condition contained in this paragraph (a) shall be deemed to be satisfied unless the failure of such representations and warranties to be so true and correct constitute, individually or in the aggregate, a Material Adverse Effect on Seller; (b) Seller shall have in all material respects performed all obligations and complied with all covenants required by this Reorganization Agreement and the Plan of Merger to be performed or complied with at or prior to the Closing Date; and (c) Seller shall have delivered to Purchaser and Merger Sub a certificate, dated the Closing Date and signed by its Chairman, President and Chief Executive Officer or any Executive Vice President to the effect that the conditions set forth in paragraphs (a) and (b) of this section have been satisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND MERGER SUB. The respective obligations obligation of Purchaser and Merger Sub to effect consummate the Merger shall be transactions contemplated by this Agreement is subject to satisfaction of the following additional conditions fulfillment, at or prior to the Closing Date unless of each of the following conditions (any or all of which may be waived by Purchaser pursuant in writing in whole or in part to Section 6.4 hereof:the extent permitted by applicable Law): (ai) The representations and warranties of Seller set forth in Article 2 hereof the Fundamental Representations shall be true and correct in all material respects as of the Closing Date as though made on date hereof and as of the Closing Date, as if made on the Closing Date (or on except (1) for Fundamental Representations to the date when extent made in the case of any representation and warranty which specifically relates with reference to an earlier date), except in which case as affected by the transactions contemplated by this Reorganization Agreement or consented to in writing by Purchaser; provided, however, that (i) in determining whether or not the condition contained in this paragraph (a) shall be satisfied, no effect shall be given to any exceptions in of such representations and warranties relating to materiality or Material Adverse Effect earlier date and (ii2) the condition contained in this paragraph (a) shall be deemed with respect to be satisfied unless the failure of such representations Section 4.4 and warranties Section 4.5, excluding any failures to be so true and correct constitutethat, individually or in the aggregate, are de minimis in nature) and (ii) all other representations and warranties contained in Article IV of this Agreement shall be true and correct (giving effect to any “Knowledge” qualifiers and dollar thresholds, but without regard to any “materiality” or “Material Adverse Effect” qualifications therein, other than with respect to Section 4.8) as of the date hereof and as of the Closing Date, as if made on the Closing Date (except to the extent made with reference to an earlier date, in which case as of such earlier date), except where the failure of any such representation or warranty to be true and correct, individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on SellerEffect; (b) Seller each of the Amtrol Companies shall have performed and complied, in all material respects performed all obligations and complied respects, with all obligations, covenants and agreements required by this Reorganization Agreement and the Plan of Merger to be performed or complied with by them at or prior to the Closing Date; andClosing; (c) Seller the Company shall have delivered to Purchaser and Merger Sub a certificatecertificate signed by an authorized officer of the Company, dated as of the Closing Date and signed by its ChairmanDate, President and Chief Executive Officer or any Executive Vice President to the effect certifying that the conditions set forth in paragraphs (aSection 8.1(a), Section 8.1(b) and Section 8.1(o) have been met; (bd) the Company shall have delivered to Purchaser the Company Stockholder Approval; (e) the Required Consents listed on Schedule 8.1(e) shall have been obtained; (f) the Company shall have delivered to Purchaser the Certificate of Merger in the form required by the DGCL, duly executed by the Company; (g) the Credit Facility Payoff Letter, and any other payoff letters from holders of debt listed on Schedule 8.1(g) shall have been executed and delivered to Purchaser; (h) the Company shall have delivered to Purchaser, in a form reasonably acceptable to Purchaser, a properly completed and executed certificate satisfying Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c) certifying that the shares in the Company are not interests in “United States real property interests” within the meaning of Section 897(c) of the Code; (i) the Company shall have delivered to Purchaser, an executed copy of the Escrow Agreement signed by the Company and the Escrow Agent and each of the other Company Documents; (j) the Company shall have delivered to Purchaser, executed copies of the form of Nonsolicitation and Confidentiality Agreement attached hereto as Exhibit H (the “Nonsolicitation and Confidentiality Agreements”), signed by the Persons identified on Schedule 8.1(j); (k) the Company shall have delivered to Purchaser, executed copies of Option Termination Agreements signed by all of the Company Optionholders; (l) the Company shall have delivered to Purchaser, executed copies of Letters of Transmittal signed by Company Stockholders owning at least ninety-nine percent (99%) of the Voting Stock; (m) the Company shall have delivered to Purchaser, executed copies of the form of Amendment and Waiver to Employment Agreement attached hereto as Exhibit I (the “Amendment and Waiver to Employment Agreements”), signed by the Persons identified on Schedule 8.1(m); (n) the Company shall have delivered to Purchaser, executed copies of the form of Amendment and Waiver to Key Employee Retention Bonus and Severance Agreement attached hereto as Exhibit J (the “Amendment and Waiver to Key Employee Retention Bonus and Severance Agreements”), signed by the Persons identified on Schedule 8.1(n); (o) the Company shall have delivered to Purchaser, executed copies of the form of Amendment and Waiver to Amended and Restated Employment Agreement attached hereto as Exhibit K (the “Amendment and Waiver to Amended and Restated Employment Agreements”), signed by the Persons identified on Schedule 8.1(o); (p) the Company shall have delivered to Purchaser, an executed copy of the form of Amendment and Waiver to Amended and Restated Employment and Directorship Agreement attached hereto as Exhibit L (the “Amendment and Waiver to Amended and Restated Employment and Directorship Agreement”), signed by Xxxxxxx Xxxxxx; and (q) since December 31, 2016, no Material Adverse Effect shall have occurred and be continuing. If the Closing occurs, all Closing conditions set forth in this section Section 8.1 that have not been fully satisfied as of the Closing Date shall be deemed to have been satisfiedwaived by the Purchaser.

CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND MERGER SUB. The respective Purchaser's and Merger Sub's obligations of to consummate the Merger and to take the other actions required to be taken by Purchaser and Merger Sub to effect at the Merger shall be Closing are subject to satisfaction of the following additional conditions satisfaction, at or prior to the Closing Date unless Closing, of each of the following conditions (any of which may be waived by Purchaser pursuant to Purchaser, in whole or in part, in accordance with Section 6.4 hereof:12.13): (a) The the representations and warranties of Seller set forth made by the Holder Representative, the Selling Stockholders and the Company in Article 2 Section 5 hereof or in any other Transactional Agreement shall be have been true and correct accurate in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date)Date, except as affected by the transactions contemplated by this Reorganization Agreement or consented to in writing by Purchaser; provided, however, that (i) in determining whether or not the condition contained in this paragraph (a) shall be satisfied, no without giving effect shall be given to any exceptions in such representations and warranties relating to materiality or Material Adverse Effect and (ii) the condition contained in this paragraph (a) shall be deemed to be satisfied unless the failure of such representations and warranties to be so true and correct constitute, individually or in the aggregate, a Material Adverse Effect on SellerDisclosure Schedule update; (b) Seller shall have all covenants, agreements and conditions contained in all material respects performed all obligations and complied with all covenants required by this Reorganization Agreement and the Plan of Merger or in any other Transactional Agreement to be performed or complied with at observed by the Holder Representative, the Selling Stockholders and/or the Company on or prior to the Closing Date; andshall have been performed or complied with in all material respects; (c) Seller the Selling Stockholders, the Holder Representative or the Company, as the case may be, shall have delivered the following documents to Purchaser Purchaser: (i) the Escrow Agreement, duly executed by the Holder Representative; (ii) a Registration Rights Agreement in the form of EXHIBIT C (the "RIGHTS AGREEMENT"), duly executed by the Holder Representative; (iii) the Employment and Merger Sub Non-Competition Agreements substantially in the form of EXHIBIT D, duly executed by each of the Critical Employees named therein; (iv) one Investment Agreement, in the form of EXHIBIT E hereto (the "INVESTMENT AGREEMENT") and one Stockholder Questionnaire, in the form of EXHIBIT F hereto (the "STOCKHOLDER QUESTIONNAIRE"), from each respective Selling Stockholder, duly executed and delivered by such Selling Stockholder and the Holder Representative, together with such evidence as is acceptable to Purchaser, in its sole discretion, confirming the status of each Selling Stockholder as an "accredited investor" (as such term is used in the Securities Act and the rules promulgated thereunder) or, in the case of a certificateSelling Stockholder who does not meet such criteria, dated the Closing Date and signed by its Chairman, President and Chief Executive Officer status of each Selling Stockholder's representative or any Executive Vice President advisor with respect to the effect investment in Purchaser Stock as a "purchaser representative" (as that term is defined in the conditions set forth in paragraphs (a) Securities Act and (b) of this section have been satisfied.the rules promulgated thereunder);

CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND MERGER SUB. The respective obligations of Purchaser and Merger Sub to effect the Merger shall be subject to satisfaction of the following additional conditions at or prior to the Closing Date unless waived by Purchaser pursuant to Section 6.4 hereof7.3: (a) The representations and warranties of Seller NDC set forth in Article 2 3 hereof shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date)) , except as affected by the transactions contemplated by this Reorganization Agreement or consented to in writing by Purchaser; provided, however, that (i) in determining whether or not the condition contained in this paragraph (a) shall be satisfied, no effect shall be given to any exceptions in such representations and warranties relating to materiality or Material Adverse Effect and (ii) the condition contained in this paragraph (a) shall be deemed to be satisfied unless the failure of such representations and warranties to be so true and correct constitute, individually or in the aggregate, a Material Adverse Effect on SellerPurchaser; (b) Seller NDC shall have in all material respects performed all obligations and complied with all covenants required by this Reorganization Agreement and the Plan of Merger to be performed or complied with at or prior to the Closing Date; and; (c) Seller NDC shall not have, since the date of this Agreement, suffered any business interruption, damage to or destruction of its properties, or other incident, occurrence, or event that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (d) NDC shall have delivered to Purchaser and Merger Sub a certificate, dated the Closing Date and signed by each of its Chairman, President and Chief Executive Officer or any Executive Vice President and Chief Business Officer to the effect that the conditions set forth in paragraphs (a), (b) and (bc) of this section have been satisfied; (e) This Agreement and the transactions contemplated hereby shall have been approved by holder of 90% of the outstanding shares of capital stock of NDC; and (f) The Key Employees shall have executed and delivered the Employment Agreements to Purchaser.

CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND MERGER SUB. The respective obligations of Purchaser and Merger Sub to effect the Merger shall be subject to satisfaction of the following additional conditions at or prior to the Closing Date unless waived by Purchaser pursuant to Section 6.4 hereof: (a) The representations and warranties of Seller set forth in Article 2 hereof shall be true and correct in all material respects as of the date of this Reorganization Agreement and as of the Closing Date as though made on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date), except as affected by the transactions otherwise contemplated by this Reorganization Agreement or consented to in writing by Purchaser; provided, however, that (i) in -------- ------- determining whether or not the condition contained in this paragraph (a) shall be satisfied, no effect shall be given to any exceptions in such representations and warranties relating to materiality or Material Adverse Effect and (ii) the condition contained in this paragraph (a) shall be deemed to be satisfied unless the failure of such representations and warranties to be so true and correct constitute, individually or in the aggregate, a Material Adverse Effect on Seller; (b) Seller shall have in all material respects performed all obligations and complied with all covenants required by this Reorganization Agreement and the Plan of Merger to be performed or complied with at or prior to the Closing Date; and (c) Seller shall have delivered to Purchaser and Merger Sub a certificate, dated the Closing Date and signed by its Chairman, President and Chief Executive Officer or any Executive Vice President to the effect that the conditions set forth in paragraphs (a) and (b) of this section have been satisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER AND MERGER SUB. The respective obligations of Purchaser and Merger Sub to effect the Merger shall be subject to satisfaction of the following additional conditions at or prior to the Closing Date unless waived by Purchaser pursuant to Section 6.4 hereof: (a) The representations and warranties of Seller set forth in Article 2 hereof shall be true and correct in all material respects as of the date of this Reorganization Agreement and as of the Closing Date as though made on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date), except as affected by the transactions otherwise contemplated by this Reorganization Agreement or consented to in writing by Purchaser; provided, however, that (i) in determining whether or not the condition contained in this paragraph (a) shall be satisfied, no effect shall be given to any exceptions in such representations and warranties relating to materiality or Material Adverse Effect Effect; and (ii) the condition contained in this paragraph (a) shall be deemed to be satisfied unless the failure of such representations and warranties to be so true and correct constitute, individually or in the aggregate, a Material Adverse Effect on Seller; (b) Seller shall have in all material respects performed all obligations and complied with all covenants required by this Reorganization Agreement and the Plan of Merger to be performed or complied with at or prior to the Closing Date; and (c) Seller shall have delivered to Purchaser and Merger Sub a certificate, dated the Closing Date and signed by its Chairman, President and Chief Executive Officer or any Executive Vice President to the effect that the conditions set forth in paragraphs (a) and (b) of this section have been satisfied.;