Common use of Conditions Precedent to Obligations of the Initial Purchasers Clause in Contracts

Conditions Precedent to Obligations of the Initial Purchasers. The obligation of each Initial Purchaser to purchase the Notes to be purchased at the Closing is subject, at the Time of Purchase, to the satisfaction of the following conditions: (a) At the Time of Purchase, the Initial Purchasers shall have received the opinions, dated as of the Time of Purchase and addressed to the Initial Purchasers, of Kirkxxxx & Xllix, xxunsel for the Issuers, in form and substance reasonably satisfactory to counsel for the Initial Purchasers, to the effect as set forth on Exhibit A hereto. (b) The Initial Purchasers shall have received an opinion, addressed to the Initial Purchasers in form and substance satisfactory to the Initial Purchasers and dated the Time of Purchase, of Cahixx Xxxxxx & Xeinxxx, xxunsel to the Initial Purchasers. (c) The Initial Purchasers shall have received from Ernst & Young LLP a comfort letter or letters dated the date hereof and the Closing in form and substance reasonably satisfactory to counsel to the Initial Purchasers. (d) The representations and warranties made by the Issuers, TWP and Communications herein shall be true and correct in all material respects (except for changes expressly provided for in this Agreement) on and as of the Time of Purchase with the same effect as though such representations and warranties had been made on and as of the Time of Purchase, the Issuers shall have complied in all material respects with all agreements as set forth in or contemplated hereunder and in the Basic Documents required to be performed by it at or prior to the Time of Purchase and the Company shall have furnished to each Initial Purchaser a certificate, dated the Time of Purchase, to such effect. (e) Subsequent to the date of the Memorandum, (i) there shall not have been any change which has a Material Adverse Effect and (ii) the Issuers and TWP shall not have taken any voluntary, affirmative action to conduct their respective businesses other than in the ordinary course. (f) At the Time of Purchase and after giving effect to the consummation of the transactions contemplated by this Agreement and the Basic Documents, there shall exist no Default or Event of Default. (g) The purchase of and payment for the Notes by the Initial Purchasers hereunder shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System). (h) At the Time of Purchase, the Initial Purchasers shall have received a certificate, dated the Time of Purchase, from the Company, Capital, TWP and Communications stating that the conditions specified in Sections 4.1(d), (e), (f) and (g) have been satisfied or duly waived at the Time of Purchase. (i) Each of the Basic Documents shall have been executed and delivered by all the respective parties thereto and shall be in full force and effect. (j) All proceedings required in order to issue the Notes and consummate the transactions contemplated by this Agreement and all documents and papers relating thereto shall be reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers. The Initial Purchasers and counsel to the Initial Purchasers shall have received copies of such papers and documents of the Issuers as they may reasonably request in connection therewith, all in form and substance reasonably satisfactory to them. (k) The sale of the Notes hereunder shall not have been enjoined (temporarily or permanently) at the Time of Purchase. On or before the Closing, the Initial Purchasers and counsel to the Initial Purchasers shall have received such further documents, opinions, certificates and schedules or other instruments relating to the business, corporate, legal and financial affairs of the Issuers as they may reasonably request.

Conditions Precedent to Obligations of the Initial Purchasers. The obligation of each the Initial Purchaser Purchasers to purchase the Senior Notes to be purchased at the Closing by them hereunder is subject, at the Time of Purchase, subject to the satisfaction of the following conditions: (a) At the Time of Purchase, the The Initial Purchasers shall have received the opinionsan opinion, dated as of the Time of Purchase and addressed to the Initial Purchasers, of Kirkxxxx & Xllix, xxunsel for the Issuers, Purchasers in form and substance reasonably satisfactory to counsel for to the Initial PurchasersPurchasers and dated the Time of Purchase, from Quarxxx & Xradx, xxunsel to the effect as Company and the Guarantors, covering the matters set forth on in Exhibit A 1 hereto. (b) The Initial Purchasers shall have received an opinion, addressed to the Initial Purchasers in form and substance reasonably satisfactory to counsel to the Initial Purchasers and dated the Time of Purchase, from Quarxxx & Xradx, xxalthcare counsel to the Company covering the matters set forth in Exhibit 2 hereto. (c) The Initial Purchasers shall have received an opinion, addressed to the Initial Purchasers in form and substance satisfactory to the Initial Purchasers and dated the Time of Purchase, of Cahixx Xxxxxx Paul, Xxiss, Rifkind, Wharxxx & XeinxxxXarrxxxx, xxunsel to the Initial Purchasers, substantially in the form of Exhibit 3 hereto. In rendering such opinions in accordance with Sections 4.1(a), (b) and (c), each such counsel may rely as to factual matters upon representations of, and certificates or other documents furnished by the Company, the Guarantors and their respective officers and directors, the Initial Purchasers and government officials, and upon such other documents as such counsel deem appropriate as a basis for their opinion. Each such counsel may specify the jurisdictions in which it is admitted to practice and that it is not admitted to practice in any other jurisdiction or an expert in the law of any other jurisdiction. To the extent such opinion concerns the laws of any other such jurisdiction such counsel may rely upon the opinion of counsel (satisfactory to the Initial Purchasers) admitted to practice in such jurisdiction. (cd) The Initial Purchasers shall have received from Ernst & Young LLP each of the Accountants a comfort letter or letters dated as of the date hereof and as of the Closing in form and substance reasonably satisfactory to counsel to the Initial Purchasers. (de) The representations and warranties made by the Issuers, TWP Company and Communications the Guarantors herein shall be true and correct in all material respects (except for changes expressly provided for in this Agreement) on and as of the Time of Purchase with the same effect as though such representations and warranties had been made on and as of the Time of Purchase, the Issuers Company and the Guarantors shall have complied in all material respects with all agreements as set forth in or contemplated hereunder and in the other Basic Documents required to be performed by it them at or prior to the Time of Purchase and the Company shall have furnished to each Initial Purchaser a certificate, dated the Time of Purchase, to such effect. (ef) Subsequent to the date of the Final Memorandum, (i) there shall not have been any change change, or any development involving a prospective change, which has a Material Adverse Effect and (ii) the Issuers and TWP shall not have taken any voluntary, affirmative action to conduct their respective businesses other than in the ordinary course. (f) At the Time of Purchase and after giving effect to the consummation of the transactions contemplated by this Agreement and the Basic Documents, there shall exist no Default had or Event of Default. (g) The purchase of and payment for the Notes by the Initial Purchasers hereunder shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System). (h) At the Time of Purchase, the Initial Purchasers shall have received a certificate, dated the Time of Purchase, from the Company, Capital, TWP and Communications stating that the conditions specified in Sections 4.1(d), (e), (f) and (g) have been satisfied or duly waived at the Time of Purchase. (i) Each of the Basic Documents shall have been executed and delivered by all the respective parties thereto and shall be in full force and effect. (j) All proceedings required in order to issue the Notes and consummate the transactions contemplated by this Agreement and all documents and papers relating thereto shall could be reasonably satisfactory likely to the Initial Purchasers and counsel to the Initial Purchasers. The Initial Purchasers and counsel to the Initial Purchasers shall have received copies of such papers and documents of the Issuers as they may reasonably request in connection therewith, all in form and substance reasonably satisfactory to them. (k) The sale of the Notes hereunder shall not have been enjoined (temporarily or permanently) at the Time of Purchase. On or before the Closing, the Initial Purchasers and counsel to the Initial Purchasers shall have received such further documents, opinions, certificates and schedules or other instruments relating to the business, corporate, legal and financial affairs of the Issuers as they may reasonably request.a Material

Conditions Precedent to Obligations of the Initial Purchasers. The obligation of each Initial Purchaser to purchase the Notes to be purchased at the Closing is subject, at the Time of Purchase, to the satisfaction of the following conditions: (a) At the Time of Purchase, the Initial Purchasers shall have received the opinions, dated as of the Time of Purchase and addressed to the Initial Purchasers, of Kirkxxxx & Xllix, xxunsel for the Issuers, in form and substance reasonably satisfactory to counsel for the Initial Purchasers, to the effect as set forth on Exhibit A hereto. (b) The Initial Purchasers shall have received an opinion, addressed to the Initial Purchasers in form and substance satisfactory to the Initial Purchasers and dated the Time of Purchase, of Cahixx Xxxxxx & Xeinxxx, xxunsel to the Initial Purchasers. (c) The Initial Purchasers shall have received from Ernst & Young LLP a comfort letter or letters dated the date hereof and the Closing in form and substance reasonably satisfactory to counsel to the Initial Purchasers. (d) The representations and warranties made by the Issuers, TWP Holdings and Communications herein shall be true and correct in all material respects (except for changes expressly provided for in this Agreement) on and as of the Time of Purchase with the same effect as though such representations and warranties had been made on and as of the Time of Purchase, the Issuers shall have complied in all material respects with all agreements as set forth in or contemplated hereunder and in the Basic Documents required to be performed by it at or prior to the Time of Purchase and the Company shall have furnished to each Initial Purchaser a certificate, dated the Time of Purchase, to such effect. (e) Subsequent to the date of the Final Memorandum, (i) there shall not have been any change which has a Material Adverse Effect and (ii) the Issuers and TWP Holdings shall not have taken any voluntary, affirmative action to conduct their respective businesses other than in the ordinary course. (f) At the Time of Purchase and after giving effect to the consummation of the transactions contemplated by this Agreement and the Basic Documents, there shall exist no Default or Event of Default. (g) The purchase of and payment for the Notes by the Initial Purchasers hereunder shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System). (h) At the Time of Purchase, the Initial Purchasers shall have received a certificate, dated the Time of Purchase, from the Company, CapitalHoldings, TWP Capital and Communications stating that the conditions specified in Sections 4.1(d), (e), (f) and (g) have been satisfied or duly waived at the Time of Purchase. (i) Each of the Basic Documents shall have been executed and delivered by all the respective parties thereto and shall be in full force and effect. (j) All proceedings required in order to issue the Notes and consummate the transactions contemplated by this Agreement and all documents and papers relating thereto shall be reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers. The Initial Purchasers and counsel to the Initial Purchasers shall have received copies of such papers and documents of the Issuers as they may reasonably request in connection therewith, all in form and substance reasonably satisfactory to them. (k) The sale of the Notes hereunder shall not have been enjoined (temporarily or permanently) at the Time of Purchase. On or before the Closing, the Initial Purchasers and counsel to the Initial Purchasers shall have received such further documents, opinions, certificates and schedules or other instruments relating to the business, corporate, legal and financial affairs of the Issuers as they may reasonably request.

Conditions Precedent to Obligations of the Initial Purchasers. The obligation of each Initial Purchaser to purchase the Notes to be purchased at the Closing is subject, at the Time of Purchase, to the satisfaction of the following conditions: (a) At the Time of Purchase, the Initial Purchasers shall have received the opinions, dated as of the Time of Purchase and addressed to the Initial Purchasers, of Kirkxxxx Xxxxxxxx & XllixXxxxx, xxunsel counsel for the Issuers, in form and substance reasonably satisfactory to counsel for the Initial Purchasers, to the effect as set forth on Exhibit A hereto. (b) The Initial Purchasers shall have received an opinion, addressed to the Initial Purchasers in form and substance satisfactory to the Initial Purchasers and dated the Time of Purchase, of Cahixx Xxxxxx Xxxxxx & XeinxxxXxxxxxx, xxunsel counsel to the Initial Purchasers. (c) The Initial Purchasers shall have received from Ernst & Young LLP a comfort letter or letters dated the date hereof and the Closing in form and substance reasonably satisfactory to counsel to the Initial Purchasers. (d) The representations and warranties made by the Issuers, TWP Holdings and Communications herein shall be true and correct in all material respects (except for changes expressly provided for in this Agreement) on and as of the Time of Purchase with the same effect as though such representations and warranties had been made on and as of the Time of Purchase, the Issuers shall have complied in all material respects with all agreements as set forth in or contemplated hereunder and in the Basic Documents required to be performed by it at or prior to the Time of Purchase and the Company shall have furnished to each Initial Purchaser a certificate, dated the Time of Purchase, to such effect. (e) Subsequent to the date of the Memorandum, (i) there shall not have been any change which has a Material Adverse Effect and (ii) except as contemplated in the Memorandum, the Issuers and TWP Holdings shall not have taken any voluntary, affirmative action to conduct their respective businesses other than in the ordinary course. (f) At the Time of Purchase and after giving effect to the consummation of the transactions contemplated by this Agreement and the Basic Documents, there shall exist no Default or Event of Default. (g) The purchase of and payment for the Notes by the Initial Purchasers hereunder shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System). (h) At the Time of Purchase, the Initial Purchasers shall have received a an officers' certificate, dated the Time of Purchase, from the Company, Company and Capital, TWP and Communications stating that the conditions specified in Sections 4.1(d), (e), (f) and (g) have been satisfied or duly waived at the Time of Purchase. (i) Each of the Basic Documents shall have been executed and delivered by all the respective parties thereto and shall be in full force and effect. (j) All proceedings required in order to issue the Notes and the Guarantee and consummate the transactions contemplated by this Agreement and all documents and papers relating thereto shall be reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers. The Initial Purchasers and counsel to the Initial Purchasers shall have received copies of such papers and documents of the Issuers and the Guarantor as they may reasonably request in connection therewith, all in form and substance reasonably satisfactory to them. (k) The sale of the Notes hereunder shall not have been enjoined (temporarily or permanently) at the Time of Purchase. On or before the Closing, the Initial Purchasers and counsel to the Initial Purchasers shall have received such further documents, opinions, certificates and schedules or other instruments relating to the business, corporate, legal and financial affairs of the Issuers as they may reasonably request.

Conditions Precedent to Obligations of the Initial Purchasers. The obligation of each Initial Purchaser to purchase the Notes to be purchased at the Closing by it hereunder is subject, at the Time of Purchase, to the satisfaction of the following conditions: (a) At the Time of Purchase, the Initial Purchasers shall have received the opinionsopinion, dated as of the Time of Purchase and addressed to the Initial Purchasers, of Kirkxxxx Wyche, Burgess, Freeman & XllixParham, xxunsel P.A., counsel for the IssuersCompany and the Suxxxxxxxy Gxxxxxxors, in form and substance reasonably satisfactory to counsel for the Initial Purchasers, to the effect as set forth on Exhibit A hereto. (b) The Initial Purchasers shall have received an opinion, addressed to the Initial Purchasers in form and substance satisfactory to the Initial Purchasers and dated as of the Time of Purchase, of Cahixx Xxxxxx Sullivan & XeinxxxCromwell, xxunsel counsel to the Initial Purchasers. (c) The Initial Xxx Xxxtial Purchasers shall have received from Ernst each of KPMG Peat Marwick, LLP and Elliott, Davis & Young Company, LLP a comfort letter or letters dated the date xxxxx xxx xxxx hereof and the Closing in form and substance reasonably satisfactory to counsel to the Initial Purchasers. (d) The representations and warranties made by the Issuers, TWP Company and Communications the Subsidiary Guarantors herein shall be true and correct in all material respects (except for changes expressly provided for in this Agreement) on and as of the Time of Purchase with the same effect as though such representations and warranties had been made on and as of the Time of Purchase, the Issuers Company and the Subsidiary Guarantors shall have complied in all material respects with all agreements as set forth in or contemplated hereunder and in the Basic Documents required to be performed by it at or prior to the Time of Purchase and the Company shall have furnished to each Initial Purchaser a certificate, dated the Time of Purchase, to such effect. (e) Subsequent to the date of the Final Memorandum, (i) there shall not have been any change change, or any development involving a prospective change, which has had or could reasonably be expected to have a Material Adverse Effect and (ii) the Issuers Company and TWP its Subsidiaries shall not have taken any voluntary, affirmative action to conduct conducted their respective businesses other than only in the ordinary course. (f) At the Time of Purchase and after giving effect to the consummation of the transactions contemplated by this Agreement and the Basic Documents, there shall exist no Default or Event of Default. (g) The purchase of and payment for the Notes by the Initial Purchasers hereunder shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System). (h) At the Time of Purchase, the Initial Purchasers shall have received a certificate, dated the Time of Purchase, from the Company, Capital, TWP Company and Communications the Subsidiary Guarantors stating that the conditions specified in Sections 4.1(d), (e), (f) and (g) have been satisfied or duly waived at the Time of Purchase. (i) Each of the Basic Documents shall be satisfactory in form and substance to each of the Initial Purchasers and shall have been executed and delivered by all the respective parties thereto and shall be in full force and effect. (j) All proceedings required taken in order to issue connection with the issuance of the Notes and consummate the transactions contemplated by this Agreement Agreement, the Basic Documents and all documents and papers relating thereto shall be reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers. The Initial Purchasers and counsel to the Initial Purchasers shall have received copies of such papers and documents of the Issuers as they may reasonably request in connection therewith, all in form and substance reasonably satisfactory to them. (k) The sale of the Notes hereunder shall not have been enjoined (temporarily or permanently) at the Time of Purchase. On or before the Closing, the Initial Purchasers and counsel to the Initial Purchasers shall have received such further documents, opinions, certificates and schedules or other instruments relating to the business, corporate, legal and financial affairs of the Issuers Company as they may reasonably request.

Conditions Precedent to Obligations of the Initial Purchasers. The obligation of each of the Initial Purchaser Purchasers to purchase the Notes Securities to be purchased at the Closing by it hereunder is subject, at the Time of Purchase, to the satisfaction of the following conditions: (a) At the Time of Purchase, the The Initial Purchasers shall have received the opinionsan opinion, dated as of the Time of Purchase and addressed to the Initial Purchasers, of Kirkxxxx & Xllix, xxunsel for the Issuers, Purchasers in form and substance reasonably satisfactory to counsel for to the Initial PurchasersPurchasers and dated the Time of Purchase, from Pillsbury Madison & Sutro LLP, counsel to the effect as set forth on Company and the Guarantors, substantially in the form of Exhibit A 1 hereto. (b) The Initial Purchasers shall have received an opinion, addressed to the Initial Purchasers in form and substance reasonably satisfactory to the Initial Purchasers and dated the Time of Purchase, of Cahixx Xxxxxx & Xeinxxx, xxunsel to the Initial Purchasers, substantially in the form of Exhibit 2 hereto. In rendering such opinions in accordance with Sections 4.1(a) and (b), each such counsel may rely as to factual matters upon certificates or other documents furnished by officers and directors of the Company and the Guarantors and representations of the Initial Purchasers and by government officials, and upon such other documents as such counsel deem ap- propriate as a basis for their opinion. Each such counsel may specify the jurisdictions in which it is admitted to practice and that it is not admitted to practice in any other jurisdiction or an expert in the law of any other jurisdiction. To the extent such opinion concerns the laws of any other such jurisdiction such counsel may rely upon the opinion of counsel (satisfactory to the Initial Purchasers) admitted to practice in such jurisdiction. Any opinion relied upon by such counsel as aforesaid shall be delivered to the Initial Purchasers together with the opinion of such counsel, which opinion shall state that such counsel believes that their and the Initial Purchasers' reliance thereon is justified. (c) The Initial Purchasers shall have received from Ernst & Young LLP a comfort Pannxxx Xxxx Xxxxxxx x xomfort letter or letters dated the date hereof and the Closing Time of Purchase in form and substance reasonably satisfactory to counsel to the Initial Purchasers. (d) The representations and warranties made by each of the Issuers, TWP Company and Communications the Guarantors herein shall be true and correct in all material respects (except for changes expressly provided for in this Agreement) on at and as of the Time of Purchase with the same effect as though such representations and warranties had been made on and as of the Time of Purchase, and the Issuers Company and each Guarantor shall have complied in all material respects with all agreements as set forth in or contemplated hereunder and in the other Basic Documents required to be performed by it at or prior to the Time of Purchase and the Company shall have furnished to each Initial Purchaser a certificate, dated the Time of Purchase, to such effect. (e) Subsequent to the date of the Final Memorandum, (i) there shall not have been any change change, or any development involving a prospective change, which has had or could have a Material Adverse Effect or any event or development relating to or involving the Company or any of its Subsidiaries or any of the respective officers or directors of the Company or any of its Subsidiaries that makes any statement made in the Memorandum untrue or that, in the opinion of the Company and its counsel or the Initial Purchasers and their counsel, requires the making of any addition to or change in the Memorandum 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 made therein not misleading, and (ii) the Issuers Company and TWP its Subsidiaries shall not have taken any voluntary, affirmative action to conduct conducted their respective businesses other than only in the ordinary course. (f) At the Time of Purchase and after giving effect to the consummation of the transactions contemplated by this Agreement and the other Basic Documents, there shall exist no Default or Event of DefaultDefault (as defined in the Indenture). (g) The purchase of and payment for the Notes Securities by the Initial Purchasers hereunder shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System). (h) At the Time of Purchase, the Initial Purchasers shall have received a certificatecertificates, dated the Time of Purchase, from the Company, Capital, TWP Company and Communications each Guarantor stating that the conditions specified in Sections 4.1(d), (e), (f) and (gk) have been satisfied or duly waived at the Time of Purchase. (i) Each of the Basic Documents and each other agreement or instrument executed in connection therewith shall be reasonably satisfactory in form and substance to the Initial Purchasers and shall have been executed and delivered by all the respective parties thereto and shall be in full force and effect, and there shall have been no material amendments, alterations, modifications or waivers of any provision thereof since the date of this Agreement. (j) All proceedings required taken in order to issue connection with the Notes issuance of the Securities and consummate the transactions contemplated by this Agreement Agreement, the other Basic Documents and all documents and papers relating thereto shall be reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers. The Initial Purchasers and counsel to the Initial Purchasers shall have received copies of such papers and documents of the Issuers as they may reasonably request in connection therewith, all in form and substance reasonably satisfactory to them. (k) The None of the sale of the Notes Securities hereunder or any of the transactions contemplated by the Basic Documents shall not have been enjoined (temporarily or permanently) at the Time of Purchase. ; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or threatened against the Company or any of its Subsidiaries or against any of the Initial Purchasers relating to the issuance of the Securities or the Initial Purchasers' activities in connection therewith or any other transaction contemplated by any of the Basic Documents or the Memorandum. (l) There shall not have been any change in the capital stock of the Company nor any material increase in the consolidated short-term or long-term debt of the Company from that set forth or contemplated in the Memorandum (or any amendment or supplement thereto) or contemplated by the Basic Documents and (b) the Company shall not have any liabilities or obligations, contingent or otherwise (whether or not in the ordinary course of business), that are material to the Company other than those reflected in the Memorandum (or any amendment or supplement thereto) or contemplated by the Basic Documents. (m) The Company shall apply the proceeds from the issuance and sale of the Notes as described under "Use of Proceeds" in the Memorandum. (n) At the Time of Purchase, the Initial Purchasers shall have received a letter, dated the Time of Purchase, from the chief financial officer of the Company with respect to the solvency of the Company and its Subsidiaries in form, scope and substance reasonably satisfactory to the Initial Purchasers. (o) There shall not have been any announcement by any "nationally recognized statistical rating organization," as defined for purposes of Rule 436(g) under the Act, that (A) it is downgrading its rating assigned to any debt securities of the Company, or (B) it is reviewing its rating assigned to any debt securities of the Company with a view to possible downgrading, or with negative implications, or direction not determined. (p) On or before the Closing, the Initial Purchasers shall have received the Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the Time of Purchase. (q) On or before the Closing, the Initial Purchasers and counsel to the Initial Purchasers shall have received such further documents, opinions, certificates and schedules or other instruments relating to the business, corporate, legal and financial affairs of the Issuers Company and its Subsidiaries as they may reasonably request.

Conditions Precedent to Obligations of the Initial Purchasers. The obligation of each Initial Purchaser to purchase the Notes to be purchased at the Closing is subject, at the Time of Purchase, to the satisfaction of the following conditions: (a) At the Time of Purchase, the Initial Purchasers shall have received the opinions, dated as of the Time of Purchase and addressed to the Initial Purchasers, of Kirkxxxx & Xllix, xxunsel for the Issuers, in form and substance sub stance reasonably satisfactory to counsel for the Initial Purchasers, to the effect as set forth on Exhibit A hereto. (b) The Initial Purchasers shall have received an opinion, addressed to the Initial Purchasers in form and substance satisfactory to the Initial Purchasers and dated the Time of Purchase, of Cahixx Xxxxxx & Xeinxxx, xxunsel to the Initial Purchasers. (c) The Initial Purchasers shall have received from Ernst & Young LLP a comfort letter or letters dated the date hereof and the Closing in form and substance reasonably satisfactory to counsel to the Initial Purchasers. (d) The representations and warranties made by the Issuers, TWP Holdings and Communications herein shall be true and correct in all material respects (except for changes expressly provided for in this Agreement) on and as of the Time of Purchase with the same effect as though such representations and warranties had been made on and as of the Time of Purchase, the Issuers shall have complied in all material respects with all agreements as set forth in or contemplated hereunder and in the Basic Documents required to be performed by it at or prior to the Time of Purchase and the Company shall have furnished to each Initial Purchaser a certificate, dated the Time of Purchase, to such effect. (e) Subsequent to the date of the Memorandum, (i) there shall not have been any change which has a Material Adverse Effect and (ii) the Issuers and TWP Holdings shall not have taken any voluntary, affirmative action to conduct their respective businesses other than in the ordinary course. (f) At the Time of Purchase and after giving effect to the consummation of the transactions contemplated by this Agreement and the Basic Documents, there shall exist no Default or Event of Default. (g) The purchase of and payment for the Notes by the Initial Purchasers hereunder shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System). (h) At the Time of Purchase, the Initial Purchasers shall have received a certificate, dated the Time of Purchase, from the Company, CapitalHoldings, TWP Capital and Communications stating that the conditions specified in Sections 4.1(d), (e), (f) and (g) have been satisfied or duly waived at the Time of Purchase. (i) Each of the Basic Documents shall have been executed and delivered by all the respective parties thereto and shall be in full force and effect. (j) All proceedings required in order to issue the Notes and the Guarantee and consummate the transactions contemplated by this Agreement and all documents and papers relating thereto shall be reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers. The Initial Purchasers and counsel to the Initial Purchasers shall have received copies of such papers and documents of the Issuers and the Guarantor as they may reasonably request in connection therewith, all in form and substance reasonably satisfactory to them. (k) The sale of the Notes hereunder shall not have been enjoined (temporarily or permanently) at the Time of Purchase. On or before the Closing, the Initial Purchasers and counsel to the Initial Purchasers shall have received such further documents, opinions, certificates and schedules or other instruments relating to the business, corporate, legal and financial affairs of the Issuers as they may reasonably request.

Conditions Precedent to Obligations of the Initial Purchasers. The obligation of each Initial Purchaser to purchase the Notes to be purchased at the Closing by it hereunder is subject, at the Time of Purchase, to the satisfaction of the following conditions: (a) At the Time of Purchase, the The Initial Purchasers shall have received the opinionsan opinion, dated as of the Time of Purchase and addressed to the Initial Purchasers, of Kirkxxxx & Xllix, xxunsel for the Issuers, Purchasers in form and substance reasonably satisfactory to counsel for to the Initial PurchasersPurchasers and dated the Time of Purchase, from each of Holland & Knight, special counsel to the effect as set forth on Company and the Guarantors, substantially in the form of Exhibit A 1(a) hereto and Anthxxx X. Xxxxxxxx, Xxq., General Counsel to the Company and the Guarantors, substantially in the form of Exhibit 1(b) hereto. (b) The Initial Purchasers shall have received an opinion, addressed to the Initial Purchasers in form and substance satisfactory to counsel to the Initial Purchasers and dated the Time of Purchase, of Dow, Lohnxx & Xlbexxxxx, xxecial communications counsel to the Company and the Guarantors, substantially in the form of Exhibit 2 hereto. 22 (c) The Initial Purchasers shall have received an opinion, addressed to the Initial Purchasers in form and substance satisfactory to the Initial Purchasers and dated the Time of Purchase, of Cahixx Xxxxxx & Xeinxxx, xxunsel to the Initial Purchasers, substantially in the form of Exhibit 3 hereto. In rendering such opinions in accordance with Sections 4.1(a), (b) and (c), each such counsel may rely as to factual matters upon certificates or other documents furnished by officers and directors of the Company and representations of the Initial Purchasers and by government officials, and upon such other documents as such counsel deem appropriate as a basis for their opinion. Each such counsel may specify the jurisdictions in which it is admitted to practice and that it is not admitted to practice in any other jurisdiction or an expert in the law of any other jurisdiction. To the extent such opinion concerns the laws of any other such jurisdiction such counsel may rely upon the opinion of counsel (reasonably satisfactory to the Initial Purchasers) admitted to practice in such jurisdiction. Any opinion relied upon by such counsel as aforesaid shall be delivered to the Initial Purchasers together with the opinion of such counsel, which opinion shall state that such counsel believes that their and the Initial Purchasers' reliance thereon is justified. (cd) The Initial Purchasers shall have received from Ernst & Young Price Waterhouse LLP a comfort letter or letters dated the date hereof and the Closing in form and substance reasonably satisfactory to counsel to the Initial Purchasers. (de) The representations and warranties made by the Issuers, TWP and Communications Company or any Guarantor herein shall be true and correct in all material respects (except for changes expressly provided for in this Agreement) on and as of the Time of Purchase with the same effect as though such representations and warranties had been made on and as of the Time of Purchase, the Issuers Company and the Guarantors shall have complied in all material respects with all agreements as set forth in or contemplated hereunder and in the Basic Documents required to be performed by it at or prior to the Time of Purchase and the Company shall have furnished to each Initial Purchaser a certificate, dated the Time of Purchase, to such effect. (ef) Subsequent to the date of the Final Memorandum, (i) there shall not have been any change change, or any development involving a prospective change, which has affected or may affect materially and adversely the businesses, properties or prospects or the financial condition or the results of operations of the Company and the Subsidiaries, taken as a Material Adverse Effect whole, and (ii) the Issuers Company and TWP the Subsidiaries shall not have taken any voluntary, affirmative action to conduct conducted their respective businesses other than only in the ordinary course.. 23 (fg) At the Time of Purchase and after giving effect to the consummation of the transactions contemplated by this Agreement and the Basic Documents, there shall exist no Default or Event of Default. (gh) The purchase of and payment for the Notes by the Initial Purchasers hereunder shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System). (hi) At the Time of Purchase, the Initial Purchasers shall have received a certificate, dated the Time of Purchase, from the Company, Capital, TWP and Communications Company stating that the conditions specified in Sections 4.1(d), (e4.1(e), (f) and (g) have been satisfied or duly waived at the Time of Purchase. (ij) Each of the Basic Documents shall be satisfactory in form and substance to each of the Initial Purchasers and shall have been executed and delivered by all the respective parties thereto and shall be in full force and effect. (jk) All proceedings required taken in order to issue connection with the issuance of the Notes and consummate the transactions contemplated by this Agreement Agreement, the Basic Documents and all documents and papers relating thereto shall be reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers. The Initial Purchasers and counsel to the Initial Purchasers shall have received copies of such papers and documents of the Issuers as they may reasonably request in connection therewith, all in form and substance reasonably satisfactory to them. (ki) The sale of the Notes hereunder There shall not have been enjoined any announcement by any "nationally recognized statistical rating organization", as defined for purposes of Rule 436(g) under the Act, that (temporarily A) it is downgrading its rating assigned to any debt securities of the Company, or permanently(B) at it is reviewing its rating assigned to any debt securities of the Time Company with a view to possible downgrading, or with negative implications, or direction not determined. (m) Wood Gundy Inc. shall have sold the principal amount of Purchasethe Notes set forth opposite its name on Schedule I hereto in accordance with the provisions of Section 3.2 hereof. On or before the Closing, the Initial Purchasers and counsel to the Initial Purchasers shall have received such further documents, opinions, certificates and schedules or other instruments relating to the business, corporate, legal and financial affairs of the Issuers Company and its Subsidiaries as they may reasonably request.. 24

Conditions Precedent to Obligations of the Initial Purchasers. The obligation of each Initial Purchaser to purchase the Notes Securities to be purchased at the Closing is subject, at the Time of Purchase, to the satisfaction of the following conditions: (a) At the Time of Purchase, the Initial Purchasers shall have received the opinionsopinions in form and substance reasonably satisfactory to counsel for the Initial Purchasers, dated as of the Time of Purchase and addressed to the Initial Purchasers, of Kirkxxxx (i) Xxxxxxxx & XllixXxxxx, xxunsel counsel for the IssuersCompany and Sylorr Plant Corporation, in form and substance reasonably satisfactory to counsel for the Initial Purchasers, to the effect as set forth on Exhibit A hereto, (ii) Xxxxxxxx Xxxxxx LLP, counsel to Xxxxxxx Company and Ground Zero, Inc., in form and substance as set forth on Exhibit B hereto, and (iii) from Xxxxxxxx Xxxxxxx Van Deuren S.C., counsel to WPC Brands, Inc., in form and substance as set forth on Exhibit C hereto. (b) The Initial Purchasers shall have received an opinion, addressed to the Initial Purchasers in form and substance satisfactory to the Initial Purchasers and dated the Time of Purchase, of Cahixx Xxxxxx Shearman & XeinxxxSterling, xxunsel counsel to the Initial Purchasers. (c) The Initial Purchasers shall have received from Ernst & Young PricewaterhouseCoopers LLP a comfort letter or letters dated the date hereof and of the Closing in form and substance reasonably satisfactory to counsel to the Initial Purchasers. (d) The representations and warranties made by the Issuers, TWP Company and Communications each of the Guarantors herein shall be true and correct in all material respects (except for changes expressly provided for in this Agreement) on and as of the Time of Purchase with the same effect as though such representations and warranties had been made on and as of the Time of Purchase, the Issuers Company and each of the Guarantors shall have complied in all material respects with all agreements as set forth in or contemplated hereunder and in the Basic Documents required to be performed by it at or prior to the Time of Purchase and the Company and each of the Guarantors shall have furnished to each Initial Purchaser a certificate, dated the Time of Purchase, to such effect. (e) Subsequent to the date of the Final Memorandum, (i) there shall not have been any change which has a Material Adverse Effect and Effect, (ii) neither the Issuers and TWP Company nor any of its subsidiaries shall not have taken any voluntary, affirmative action to conduct their respective businesses business other than in the ordinary course.course and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of either the Company or any of its subsidiaries by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436 under the Securities Act.. (f) At the Time of Purchase and after giving effect to the consummation of the transactions contemplated by this Agreement and the Basic Documents, there shall exist no Default or Event of Default. (g) The purchase of and payment for the Notes Securities by the Initial Purchasers hereunder shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System)regulation. (h) At the Time of Purchase, the Initial Purchasers shall have received a certificate, dated the Time of Purchase, from the CompanyCompany and each of the Guarantors, Capital, TWP and Communications stating that the conditions specified in Sections 4.1(d), (e), (f) and (g) have been satisfied or duly waived at the Time of Purchase. (i) Each of the Basic Documents shall have been executed and delivered by all the respective parties thereto and shall be in full force and effect. (j) All proceedings required in order to issue the Notes Securities and consummate the transactions contemplated by this Agreement and all documents and papers relating thereto shall be reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers. The Initial Purchasers and counsel to the Initial Purchasers shall have received copies of such papers and documents of the Issuers Company and each of the Guarantors as they may reasonably request in connection therewith, all in form and substance reasonably satisfactory to them. (k) The sale of the Notes Securities hereunder shall not have been enjoined (temporarily or permanently) at the Time of Purchase. (l) At the Closing, the Securities will be eligible for clearance and settlement through the facilities of the Depositary. (m) At or prior to the Closing, Amendment #10 (in the form provided to the Initial Purchasers and counsel to the Initial Purchasers) to the Senior Credit Facility by and among the Company, a syndicate of lenders, Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as co-arrangers and Bank of America, N.A., Xxxxxx Xxxxxxx Senior Funding, Inc. and Canadian Imperial Bank of Commerce as agents to the lenders, shall be in full force and effect. On or before the Closing, the Initial Purchasers and counsel to the Initial Purchasers shall have received such further documents, opinions, certificates and schedules or other instruments relating to the business, corporate, legal and financial affairs of the Issuers Company as they may reasonably request.

Conditions Precedent to Obligations of the Initial Purchasers. The obligation of each Initial Purchaser to purchase the Notes to be purchased at the Closing is subject, at the Time of Purchase, to the satisfaction of the following conditions: (a) At the Time of Purchase, the Initial Purchasers shall have received the opinions, dated as of the Time of Purchase and addressed to the Initial Purchasers, of Kirkxxxx Xxxxxxxx & XllixXxxxx, xxunsel counsel for the IssuersCompany, in form and substance [reasonably satisfactory to counsel for the Initial Purchasers, to the effect effect] as set forth on Exhibit A hereto. (b) The Initial Purchasers shall have received an opinion, addressed to the Initial Purchasers in form and substance satisfactory to the Initial Purchasers and dated the Time of Purchase, of Cahixx Xxxxxx Xxxxxx & XeinxxxXxxxxxx, xxunsel counsel to the Initial Purchasers. (c) The Initial Purchasers shall have received from Ernst & Young LLP PriceWaterhouseCoopers a comfort letter or letters dated the date hereof and the Closing in form and substance reasonably satisfactory to counsel to the Initial Purchasers. (d) The representations and warranties made by the Issuers, TWP and Communications Company herein shall be true and correct in all material respects (except for changes expressly provided for in this Agreement) on and as of the Time of Purchase with the same effect as though such representations and warranties had been made on and as of the Time of Purchase, the Issuers Company shall have complied in all material respects with all agreements as set forth in or contemplated hereunder and in the Basic Documents required to be performed by it at or prior to the Time of Purchase and the Company shall have furnished to each Initial Purchaser a certificate, dated the Time of Purchase, to such effect. (e) Subsequent to the date of the Final Memorandum, (i) there shall not have been any change which has a Material Adverse Effect and (ii) the Issuers and TWP Company shall not have taken any voluntary, affirmative action to conduct their respective businesses business other than in the ordinary course. (f) At the Time of Purchase and after giving effect to the consummation of the transactions contemplated by this Agreement and the Basic Documents, there shall exist no Default or Event of Default. (g) The purchase of and payment for the Notes by the Initial Purchasers hereunder shall not be prohibited or enjoined (temporarily or permanently) by any applicable law or governmental regulation (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System). (h) At the Time of Purchase, the Initial Purchasers shall have received a certificate, dated the Time of Purchase, from the Company, Capital, TWP and Communications stating that the conditions specified in Sections 4.1(d), (e), (f) and (g) have been satisfied or duly waived at the Time of Purchase. (i) Each of the Basic Documents shall have been executed and delivered by all the respective parties thereto and shall be in full force and effect. (j) All proceedings required in order to issue the Notes and consummate the transactions contemplated by this Agreement and all documents and papers relating thereto shall be reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers. The Initial Purchasers and counsel to the Initial Purchasers shall have received copies of such papers and documents of the Issuers Company as they may reasonably request in connection therewith, all in form and substance reasonably satisfactory to them. (k) The sale of the Notes hereunder shall not have been enjoined (temporarily or permanently) at the Time of Purchase. On or before the Closing, the Initial Purchasers and counsel to the Initial Purchasers shall have received such further documents, opinions, certificates and schedules or other instruments relating to the business, corporate, legal and financial affairs of the Issuers Company as they may reasonably request.