Common use of CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION Clause in Contracts

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein contained, the obligation of the Purchaser to complete the purchase of the Xxxxxx Shares hereunder is subject to the following conditions: (a) the representations and warranties of the Vendors contained in this Agreement and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; (b) all of the covenants, agreements and deliveries of the Vendors to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed; (c) prior to the Closing Date the Corporation shall not have experienced any event or condition or taken any action of any character or have become aware of any action of any character that would adversely affect the Assets, or financial condition of the Corporation so as to materially reduce the value of the Assets to the Purchaser; (d) the Purchaser and its counsel in their sole discretion are satisfied that at the Closing: (i) the Purchaser will acquire good and valid title to the Xxxxxx Shares free and clear of liens, charges and encumbrances; (ii) this transaction will not be subject to being set aside under any applicable insolvency, bankruptcy, or similar legislation; (e) the transactions contemplated by this Agreement shall have been duly approved by the boards of directors of the Corporation, the Purchaser, and by the CDN and the ASC If necessary, and the shareholders of the Corporation at the Annual General Meeting to be held on August 30 1999; and (f) no federal, provincial, regional or municipal government or any agency there of shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Assets or the right of the corporation to the full enjoyment of the Assets. 9.2 The foregoing conditions are for the exclusive benefit of the Purchaser and such conditions may be waived in whole or in part by the Purchaser on or prior to the Closing Date by delivery to the Vendors of a written waiver to that effect, signed by the Purchaser.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein contained, the The obligation of the Purchaser to complete the purchase of the Xxxxxx Shares hereunder proceed with Closing is subject to the satisfaction at or prior to Closing of the following conditions:, any one or more of which may be waived in writing in whole or in part by Purchaser (except as to the condition described in Section 7.1(a)): (a) To the extent required by applicable law or regulation, all Government Approvals shall have been obtained in writing and shall not contain any Material Condition affecting Purchaser, the Purchased Assets, or the Deposit Accounts and any waiting periods mandated by the Government Approvals shall have been satisfied, for the valid consummation of the transactions contemplated by this Agreement shall have been satisfied, and all of the notices required to be given under Section 8.2 below shall have been given. (b) On the Closing Date, there shall be no injunction, writ, preliminary restraining order or any order of any nature in effect issued by a court of competent jurisdiction directing that the transactions provided for herein, or any of them, not be consummated as herein provided. (c) No suit or other proceeding shall be pending or threatened before any court or governmental agency seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this Agreement. (d) Seller shall have complied in all material respects with each of the covenants and agreements contained in this Agreement, which are required to be performed or complied with by Seller on or prior to the Closing Date. (e) The representations and warranties of the Vendors contained in this Agreement and made by Seller herein or in any certificate or other document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects, on and as of the Closing Date Date, with the same force and effect as though such representations and warranties had been made on the Closing Date; provided, however, that the representations and warranties made by Seller herein or in any certificate or other document delivered pursuant to the provisions hereof shall be, except as otherwise set forth herein, deemed to be true and correct in all material respects on and as of the Closing Date; (b) all of , with the covenantssame force and effect as though made on the Closing Date, agreements and deliveries of unless the Vendors failure to be performed on or before the Closing Date pursuant to the terms of this Agreement shall so true and correct would have been duly performed; (c) prior to the Closing Date the Corporation shall not have experienced any event or condition or taken any action of any character or have become aware of any action of any character that would adversely affect the Assets, or financial condition of the Corporation so as to materially reduce the value of the Assets to the Purchaser; (d) the Purchaser and its counsel in their sole discretion are satisfied that at the Closing: (i) the Purchaser will acquire good and valid title to the Xxxxxx Shares free and clear of liens, charges and encumbrances; (ii) this transaction will not be subject to being set aside under any applicable insolvency, bankruptcy, or similar legislation; (e) the transactions contemplated by this Agreement shall have been duly approved by the boards of directors of the Corporation, the Purchaser, and by the CDN and the ASC If necessary, and the shareholders of the Corporation at the Annual General Meeting to be held on August 30 1999; anda Material Adverse Effect. (f) no federal, provincial, regional or municipal government or any agency there of Purchaser shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect received the Assets or the right of the corporation items to the full enjoyment of the Assetsbe delivered by Seller pursuant to Section 4.4 hereof. 9.2 The foregoing conditions are for the exclusive benefit of the Purchaser and such conditions may be waived in whole or in part by the Purchaser on or prior to the Closing Date by delivery to the Vendors of a written waiver to that effect, signed by the Purchaser.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein containedTO CLOSE ------------ ------------------------------------------------------- Notwithstanding any other provision herein, the obligation obligations of the Purchaser to complete under this Agreement are, at the purchase option of the Xxxxxx Shares hereunder is Purchaser, subject to the following conditions:fulfillment of each of the conditions set forth below. (a) The Bankruptcy Court shall have approved the Plan. (b) The representations and warranties of the Vendors Sellers contained in this Agreement and Agreement, or otherwise made in any certificate or document delivered pursuant to the provisions hereof or writing in connection with the transactions contemplated hereby hereby, shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made correct in all material respects on and as of the Closing Date; (b) . On or before the Closing Date, the Seller shall have complied with and duly performed any and all of the covenants, agreements agreements, and deliveries of the Vendors conditions in all material respects, on its part to be complied with or performed pursuant to or in connection with this Agreement on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed;Date. (c) prior The Purchaser shall have received a certificate executed by the Secretary of each Seller setting forth a copy of the resolutions adopted by its Board of Directors approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (d) The Purchaser shall have received the opinions of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for Seller as to United States matters and Xxxxxx Xxxxx & Co., counsel for Seller as to English matters, dated as of the Closing Date to the Corporation effect that (i) CB, Envesta, Findstar, and TDMI are corporations that are validly existing and in good standing under the laws of the jurisdiction of their incorporation and have the corporate power to carry on their business as it is now being conducted; (ii) any and all consents or orders of any and all courts or governmental agencies, administrative bodies or lenders or others known to counsel have been obtained as of the Closing Date, which are required for the consummation of the transactions contemplated by this Agreement; (iii) this Agreement has been duly executed and delivered by Sellers, and is the valid and binding obligation of Sellers, in accordance with its terms, subject only to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and the award by courts of money damages rather than specific performance of contractual provisions involving matters other than the payment of money; and (iv) the transactions contemplated hereby will not cause a breach of the certificate of incorporation or by-laws of Seller or Findstar. (e) No action or proceeding shall have been instituted to restrain or prohibit the acquisition by Purchaser, or the conveyance by any Seller, of the Property. (f) The Property has not been subjected to any lien, charge, or any other encumbrance not disclosed herein. (g) TDMI and Findstar shall not have experienced suffered any event destruction or condition damage by fire, explosion or taken other calamity exceeding Ten Thousand Dollars ($10,000.00) in value not covered by insurance, nor has any action other event, condition, or state of facts of any character or have become aware occurred which materially and adversely affects, or, to the best of any action the knowledge of any character that would the Sellers, threatens to materially and adversely affect affect, the AssetsProperty, business or financial condition of the Corporation so as to materially reduce the value of the Assets to the Purchaser;TDMI and Findstar. (dh) the Purchaser and its counsel in Sellers have executed any Documents (as defined below) that require their sole discretion are satisfied that at the Closing: (i) the Purchaser will acquire good and valid title to the Xxxxxx Shares free and clear of liens, charges and encumbrances; (ii) this transaction will not be subject to being set aside under any applicable insolvency, bankruptcy, or similar legislation; (e) the transactions contemplated by this Agreement shall have been duly approved by the boards of directors of the Corporation, the Purchaser, and by the CDN and the ASC If necessary, and the shareholders of the Corporation at the Annual General Meeting to be held on August 30 1999; and (f) no federal, provincial, regional or municipal government or any agency there of shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Assets or the right of the corporation to the full enjoyment of the Assetsexecution. 9.2 The foregoing conditions are for the exclusive benefit of the Purchaser and such conditions may be waived in whole or in part by the Purchaser on or prior to the Closing Date by delivery to the Vendors of a written waiver to that effect, signed by the Purchaser.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein contained, the The obligation of the Purchaser to complete consummate the purchase of the Xxxxxx Shares hereunder is transactions contemplated hereby are subject to the satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by Purchaser in writing: (a) Each of the representations and warranties (as updated pursuant to Section 15 hereof and as in effect on the Closing Date) of the Vendors Company and the Stockholders contained in this Agreement Sections 3 and in any certificate or document delivered pursuant to the provisions 4 hereof or in connection with the transactions contemplated hereby shall be true on and correct in all material respects as of the Closing Date with the same force and effect as though such representations and warranties the same had been made on and as of the Closing Date;, except for those given as of a particular date, which shall be true and correct in all material respects as of such date, and except for changes therein permitted or contemplated hereby. (b) The Company and the Stockholders shall have performed and complied in all material respects with each of the covenants, agreements covenants and deliveries of the Vendors provisions in this Agreement required herein to be performed on or before complied with by the Company and the Stockholders between the date hereof and the Closing Date pursuant to the terms of this Agreement shall have been duly performed;Date. (c) prior No action or proceeding shall have been instituted or threatened against Purchaser, the Stockholders, the Company or the Subsidiaries before any court or other governmental body, seeking to restrain or prohibit the Closing Date the Corporation shall not have experienced any event or condition or taken any action of any character or have become aware of any action of any character that would adversely affect the Assets, or financial condition consummation of the Corporation so as transactions contemplated hereby, which in the reasonable opinion of Purchaser makes it inadvisable to materially reduce the value of the Assets to the Purchaser;consummate such transactions. (d) the Purchaser and its counsel in their sole discretion are satisfied that at the Closing: (i) the Purchaser will acquire good and valid title shall have received a certificate to the Xxxxxx Shares free effect set forth in subsections (a) and clear (b) above, dated the Closing Date, signed by a duly authorized officer of liens, charges the Company and encumbrances; (ii) this transaction will not be subject to being set aside under any applicable insolvency, bankruptcyeach Stockholder, or similar legislation;a duly authorized officer thereof (as to himself or itself and not with respect to any other Stockholder, in the case of representations, warranties and covenants made by the Stockholders). (e) Purchaser shall have received a certificate of a duly authorized officer of the Company, dated the Closing Date, setting forth resolutions of the Board of Directors of the Company generally authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date. (f) Purchaser shall have received such evidence as Purchaser may reasonably request in order to establish the power and authority of the Stockholders to consummate the transactions contemplated by this Agreement. (g) The waiting period (and any extension thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or been terminated and the parties shall have received all other required authorizations, consents and approvals of government and governmental agencies. (h) The Company and the Stockholders shall have made all deliveries and taken all actions required by Section 9(c) hereof. (i) The consents of all persons who are parties to any agreements with the Company which, if not obtained, would be material to the continued operation of the Company and its Subsidiaries (other than the Chase Credit Agreement), shall have been obtained and copies thereof shall have been provided to Purchaser. (j) Purchaser shall have received the opinion of Xxxxxx & Xxxxxxx, counsel for the Company and certain Stockholders, and the opinion of Heller, Ehrman, White & XxXxxxxxx, counsel for certain other Stockholders, as to such matters to be mutually agreed upon. (k) The Optionees listed on EXHIBIT A hereto who have not executed this Agreement on the date hereof shall have executed counterpart pages to this Agreement. (l) The Stockholders Agreement shall have been duly approved by the boards of directors of the Corporation, the Purchaser, and by the CDN and the ASC If necessary, and the shareholders of the Corporation at the Annual General Meeting to be held on August 30 1999; and (f) no federal, provincial, regional or municipal government or any agency there of shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Assets or the right of the corporation to the full enjoyment of the Assetsterminated. 9.2 The foregoing conditions are for the exclusive benefit of the Purchaser and such conditions may be waived in whole or in part by the Purchaser on or prior to the Closing Date by delivery to the Vendors of a written waiver to that effect, signed by the Purchaser.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein contained, the The obligation of the ---------------------------------------------- Purchaser to complete purchase and pay for the purchase of the Xxxxxx Shares hereunder Subject Assets is subject to the satisfaction (or waiver by Purchaser) as of the Closing of the following conditions: (a) Purchaser shall have received all Authorizations required in connection with the execution and delivery by Purchaser of this Agreement, the consummation of the transactions contemplated hereby, the ownership of the Subject Assets by Purchaser, the operation of the Business (as it is now being conducted by Seller) by Purchaser, and the mass transfer with the National Association of Securities Dealers, Inc. (the "NASD") and states of all licenses of all registered employees of the Business who enter into Purchaser's employ from the NASD, the Municipal Securities Rule-Making Board (the "MSRB"), and all appropriate Governmental Authorities of each ---- state where Seller has material business revenue; provided, however, that -------- ------- no such Authorization shall contain any unreasonably burdensome condition (collectively, the "Regulatory Approvals"); -------------------- (b) Purchaser shall have received a consent from the landlord under each Lease which is an Assumed Contract to the assignment of such Assumed Contract, or the sublease of the Leased Property subject to such Assumed Contract, by Seller to Purchaser, as contemplated hereby (collectively, the "Landlord Consents"), or, as to any Leased Property as to which a Landlord ----------------- Consent shall not have been obtained, Purchaser shall have entered into an arrangement, at no greater cost to Purchaser than if the Lease for such Leased Property had been assigned by Seller to Purchaser and the landlord had unconditionally consented to such assignment, for comparable replacement space and upon such other terms and conditions as are satisfactory to Purchaser, in its reasonable discretion; and (c) Seller shall have complied with and performed in all material respects the covenants and agreements of Seller set forth in Sections 1.1 and 3.4, Paragraph 2.2(b), and Article VI of this Agreement required to be complied with or performed prior to or at the Closing (meaning, for purposes of this Paragraph 3.2(c), in the case of Sections 1.1 and 3.4, that Seller shall have tendered performance at the Closing as contemplated by Section 3.4 and, in the case of Paragraph 2.2(b), Seller shall have tendered the performance contemplated by the first sentence of such paragraph at the applicable times prior to Closing provided therein); provided, however, that, for purposes solely of this Paragraph 3.2(c) and -------- ------- Paragraph 3.4(a), Seller shall be permitted to deliver a writing which sets forth any and all items, the disclosure of which by Seller and ZCO is required in order to make the representations and warranties of the Vendors contained Seller and ZCO made in this Agreement true and correct in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and all material respects as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; , which writing shall be attached to, and be made a part of and incorporated into, the certificate of Seller and ZCO described in Paragraph 3.4(a) (b) all of the covenants, agreements "Disclosure Schedule Supplement"); and deliveries of the Vendors to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed; (c) prior to the Closing Date the Corporation shall not have experienced any event or condition or taken any action of any character or have become aware of any action of any character that would adversely affect the Assets, or financial condition of the Corporation so as to materially reduce the value of the Assets to the Purchaser;------------------------------ (d) As of the Closing and since December 31, 1998, except as expressly disclosed in a writing delivered by Seller to Purchaser prior to the date hereof and its counsel provided that, for purposes of this Paragraph 3.2(d), there shall not be taken into account the consequences of any overall decline in their sole discretion the securities markets, there shall not have occurred any change in the Business or the assets or properties, liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise and including those required by GAAP to be set forth on a balance sheet or in the notes thereto), condition (financial or otherwise), results of operations, or prospects of the Business which, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise), prospects, operations or results of operations of the Business (a "Material -------- Adverse Effect") or to result in Losses (as defined in Section 7.1) -------------- incurred by, or imposed upon, Purchaser, including any such Material Adverse Effect or Losses resulting from or arising out of any misrepresentation or breach of any warranty or any breach or nonfulfillment of any covenant or agreement contained in this Agreement or, any Ancillary Document, without regard to the Disclosure Schedule Supplement, without regard to any qualification as to materiality or Material Adverse Effect contained therein and without regard to any exception to any representation or warranty with respect to the 3M Business Adverse Change (as defined in Section 4.20) and any limitations or adjustments contemplated by Section 7.4, or any Commitment; provided, however, that, for purposes of -------- ------- this Paragraph 3.2(d), such Material Adverse Effect or Losses, as expressed in a dollar amount, individually, is or, in the aggregate, are satisfied that equal to or greater than One Million and 00/100 Dollars ($1,000,000.00); and provided, -------- further, that, for such purposes, any change in the Business or the ------- prospects of the Business to the extent caused by the 3M Business Adverse Change shall be taken into account solely if there has been Material Account Activity (as defined below in this Paragraph 3.2(d)) and solely on the basis of the effect of the 3M Business Adverse Change on the aggregate net income, after income taxes, derived from all of the customers of the Business for which there are accounts as of the date of this Agreement and which customers are present employees of the Minnesota Mining and Manufacturing Company ("3M") or which customers, at any time during the Closing: one -- (1) year period ending on the date which is described in the first sentence of Section 3.1 (the "Scheduled Closing Date"), were employees of 3M or, ---------------------- through Seller, exercised stock options for 3M stock (collectively, the "3M -- Customers") for the two (2) year period from the Scheduled Closing Date, --------- determined by extrapolation on the basis of Documented Account Loss (as defined below in this Paragraph 3.2(d)) occurring during the Relevant Account Loss Period (as defined below in this Paragraph 3.2(d)). For purposes of this Paragraph 3.2(d), the following terms shall have the following meanings: (i) "Material Account Activity" shall mean that there ------------------------- has occurred transfers from Seller to another broker-dealer or closings of at least Five Hundred (500) accounts by 3M Customers, after offsetting any such transfers and closings by the Purchaser will acquire good and valid title to number of accounts of 3M Customers which were opened since the Xxxxxx Shares free and clear date of liens, charges and encumbrances; this Agreement; (ii) this transaction will not be subject "Documented Account ------------------ Loss" shall mean the aggregate number of accounts transferred from Seller ---- to being set aside under any applicable insolvency, bankruptcy, another broker-dealer or similar legislation; closed during the Relevant Account Loss Period; and (eiii) the transactions contemplated by this Agreement "Relevant Account Loss Period" shall have been duly approved by the boards mean such period of directors of the Corporation, the Purchaser, and by the CDN and the ASC If necessary, and the shareholders of the Corporation at the Annual General Meeting to be held on August 30 1999; and (f) no federal, provincial, regional or municipal government or any agency there of shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Assets or the right of the corporation to the full enjoyment of the Assets. 9.2 The foregoing conditions are for the exclusive benefit of the Purchaser and such conditions may be waived in whole or in part by the Purchaser on or prior to the Closing Date by delivery to the Vendors of a written waiver to that effect, signed by the Purchaser.---------------------------- thirty

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein contained, the The obligation of the Purchaser to complete purchase the purchase of Contributed Assets, assume the Xxxxxx Shares hereunder Assumed Liabilities and otherwise consummate the transactions to be performed by it in connection with the Closing is subject to the following conditions:satisfaction, at or prior to the Closing, of all of the conditions set forth in this Section 7.1. Purchaser may waive any or all of these conditions in whole or in part without prior notice provided no such waiver shall constitute a waiver by Purchaser of any of its other rights or remedies, at law or in equity, for breach or default by Seller and/or Seller's Shareholder of any of their representations, warranties or covenants in this Agreement. (a) the The representations and warranties of the Vendors by Seller and Seller's Shareholder contained in this Agreement Sections 3.1(a) and in any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby (c), 3.2 and 3.3(a) shall be true and correct when made and on and as of the Closing Date with in all respects and the same effect as though such representations and warranties had been by Seller and Seller's Shareholder in the remaining sections of Article 3 shall be true and correct when made and on and as of the Closing Date;Effective Date to the extent that violations thereof could not reasonably be expected to result in claims for indemnification by Company under Section 8.2(a) in excess of $15,000,000.00 in the aggregate. (b) Seller and/or Seller's Shareholder has performed and complied with in all of the material respects with its covenants, agreements and deliveries obligations specifically set forth in Sections 2.8, 2.9 and 5.7, provided Seller and/or Seller's Shareholder's actions under Section 5.7 shall not constitute a condition precedent to the Purchaser's obligation to consummate the transactions herein on the account of the Vendors actual content, or changes, which are made by Seller to be performed on such Schedules. Notwithstanding the foregoing, failure of Seller and/or Seller's Shareholder to perform, comply with or before the Closing Date pursuant to the terms satisfy any of its covenants, agreements and obligations specifically set forth in any other Section of this Agreement shall have been duly performed;be deemed to be a condition to Closing if such failure to perform, comply with or satisfy such covenant, agreement or obligation could reasonably be expected to result in claims for indemnification by Company under Section 8.2(a) in excess of $15,000,000.00 in the aggregate. (c) prior to the Closing Date the Corporation No action, suit or proceeding shall not have experienced be pending or threatened before any event Authority wherein an unfavorable injunction, judgment, order, decree, ruling or condition or taken any action of any character or have become aware of any action of any character that charge would adversely affect the Assets, or financial condition of the Corporation so as to materially reduce the value of the Assets to the Purchaser; (d) the Purchaser and its counsel in their sole discretion are satisfied that at the Closing: (i) prevent the Purchaser will acquire good and valid title to consummation of any of the Xxxxxx Shares free and clear of liens, charges and encumbrances; transactions contemplated by this Agreement; (ii) this transaction will not be subject to being set aside under cause any applicable insolvency, bankruptcy, or similar legislation; (e) of the transactions contemplated by this Agreement shall have been duly approved by the boards of directors of the Corporation, the Purchaser, and by the CDN and the ASC If necessary, and the shareholders of the Corporation at the Annual General Meeting to be held on August 30 1999rescinded following consummation; and (fiii) no federal, provincial, regional or municipal government or any agency there of shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Assets or the right of Purchaser to own the corporation to Contributed Assets as a whole or operate the full enjoyment Election Business. (d) Purchaser shall have received a certificate or certificates from Seller and Seller's Shareholder, dated as of the AssetsClosing Date, certifying that the conditions specified in Sections 7.1(a) - (c) above have been satisfied in all respects. 9.2 The foregoing conditions are for (e) Seller and/or Seller's Shareholder shall have taken all action required of Seller and/or Seller's Shareholder and shall have procured and delivered to Purchaser all Material Contract Consents contemplated by Section 2.5(c) above and all applicable waiting periods (including any extensions thereof) under the exclusive benefit HSR Act shall have expired or otherwise been terminated. (f) Seller shall have fully complied with the provisions of Section 5.6 above, if applicable. (g) Seller and Seller's Shareholder shall have each entered into the Noncompetition, Noninterference and Confidentiality Agreement dated as of the Effective Date. (h) Seller shall have entered into the Stockholder Agreement dated as of the Effective Date. (i) Seller shall have entered into the Registration Rights Agreement dated as of the Effective Date. (j) Seller and Seller's Shareholder shall have entered into the License Agreement dated as of the Effective Date. (k) Purchaser shall have received from counsel to Seller an opinion in form and substance as set forth in Exhibit 7.1(k) hereto addressed to Purchaser and such conditions may be waived in whole dated as of the Effective Date. (l) Purchaser shall have received a certificate of good standing or in part by existence, as applicable, of the Purchaser on or Seller, dated not more than seven (7) days prior to the Closing Date by delivery to the Vendors of a written waiver to that effect, signed by the PurchaserEffective Date.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein contained, the The obligation of the Purchaser to complete the purchase of the Xxxxxx Shares hereunder proceed with Closing is subject to the satisfaction at or prior to Closing of the following conditions:, any one or more of which may be waived in writing in whole or in part by Purchaser (except as to the condition described in Section 7.1(a)): (a) To the extent required by applicable law or regulation, all Government Approvals shall have been obtained in writing and shall not contain any Material Condition affecting Purchaser, and any waiting periods mandated by the Government Approvals shall have been satisfied, for the valid consummation of the transactions contemplated by this Agreement shall have been satisfied, and all of the notices required to be given under Section 8.2 below shall have been given. (b) On the Closing Date, there shall be no injunction, writ, preliminary restraining order or any order of any nature in effect issued by a court or governmental agency of competent jurisdiction directing that the transactions provided for herein, or any of them, not be consummated as herein provided. (c) No suit or other proceeding shall be pending or threatened by any third party before any court or governmental agency of competent jurisdiction seeking to restrain or prohibit or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by this agreement. (d) Seller shall have complied in all material respects with each of the covenants and agreements contained in this Agreement, which are required to be performed or complied with by Seller on or prior to the Closing Date. (e) The representations and warranties of the Vendors contained in this Agreement and made by Seller herein or in any certificate or other document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects, on and as of the Closing Date Date, with the same force and effect as though such representations and warranties had been made on the Closing Date; provided, however, that the representations and warranties made by Seller herein or in any certificate or other document delivered pursuant to the provisions hereof shall be deemed to be true and correct in all material respects on and as of the Closing Date; (b) all of , with the covenantssame force and effect as though made on the Closing Date, agreements and deliveries of unless the Vendors failure to be performed on or before the Closing Date pursuant to the terms of this Agreement shall so true and correct would have been duly performed; (c) prior to the Closing Date the Corporation shall not have experienced any event or condition or taken any action of any character or have become aware of any action of any character that would adversely affect the Assets, or financial condition of the Corporation so as to materially reduce the value of the Assets to the Purchaser; (d) the Purchaser and its counsel in their sole discretion are satisfied that at the Closing: (i) the Purchaser will acquire good and valid title to the Xxxxxx Shares free and clear of liens, charges and encumbrances; (ii) this transaction will not be subject to being set aside under any applicable insolvency, bankruptcy, or similar legislation; (e) the transactions contemplated by this Agreement shall have been duly approved by the boards of directors of the Corporation, the Purchaser, and by the CDN and the ASC If necessary, and the shareholders of the Corporation at the Annual General Meeting to be held on August 30 1999; and (f) no federal, provincial, regional or municipal government or any agency there of shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Assets or the right of the corporation to the full enjoyment of the Assetsa Material Adverse Effect. 9.2 The foregoing conditions are for the exclusive benefit of the Purchaser and such conditions may be waived in whole or in part by the Purchaser on or prior to the Closing Date by delivery to the Vendors of a written waiver to that effect, signed by the Purchaser.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein contained, the The obligation of the Purchaser to complete consummate the purchase of transactions to be performed by it in connection with the Xxxxxx Shares hereunder Closing is subject to the following conditions:satisfaction, at or prior to the Closing, of all of the conditions set forth in this Section 7.1. Purchaser may waive any or all of these conditions in whole or in part without prior notice. (a) the representations and warranties of the Vendors contained in this Agreement and in any certificate No action, suit or document delivered pursuant proceeding shall be pending or, to the provisions hereof Knowledge of Company, threatened before any Authority wherein an unfavorable injunction, judgment, order, decree, ruling or in connection with charge would (i) prevent the consummation by the Company or the Stockholder of any of the transactions contemplated hereby shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; (b) all of the covenantsby this Agreement, agreements and deliveries of the Vendors to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed; (c) prior to the Closing Date the Corporation shall not have experienced any event or condition or taken any action of any character or have become aware of any action of any character that would adversely affect the Assets, or financial condition of the Corporation so as to materially reduce the value of the Assets to the Purchaser; (d) the Purchaser and its counsel in their sole discretion are satisfied that at the Closing: (i) the Purchaser will acquire good and valid title to the Xxxxxx Shares free and clear of liens, charges and encumbrances; (ii) this transaction will not be subject to being set aside under cause any applicable insolvency, bankruptcy, or similar legislation; (e) of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect). (b) Purchaser shall have been duly approved by received a certificate from the boards of directors Company, dated as of the CorporationClosing Date, certifying that the Purchaserconditions specified in Section 7.1(a) have been satisfied in all respects. (c) Purchaser shall have received the stock certificates representing the Series A Preferred Stock. (d) The Company shall have taken all actions required under, and shall have procured and delivered to Purchaser all third party consents contemplated by Section 3.2. (e) Purchaser shall have received certificates of good standing or existence for the CDN Company and Stockholder from the ASC If necessarysecretary of state of each such entity's state of incorporation and from the secretary of state for each state where the Company is qualified to do business as a foreign corporation as set forth on Schedule 3.1, and the shareholders each of the Corporation at the Annual General Meeting which shall be satisfactory to be held on August 30 1999; andPurchaser in its reasonable discretion. (f) no federal, provincial, regional or municipal government or any agency there of Purchaser shall have enacted any statutereceived the resignations, regulation or bylaws or announced any policy that will materially and adversely affect the Assets or the right effective as of the corporation Closing, of each director of the Company and the resignation of each officer of the Company from his respective office, but not as an Employee of the Company. (g) Stockholder and the Escrow Agent shall have each executed and delivered to Purchaser the Escrow Agreement, dated as of the Closing Date. (h) Stockholder and the Company shall have executed and delivered to Purchaser the Noncompetition Agreement, dated as of the Closing Date. (i) Purchaser shall have received documentation from the Company evidencing the Company's termination of its 2000 Stock Incentive Plan, which shall be satisfactory to Purchaser in its reasonable discretion. (j) Stockholder shall have executed and delivered to Purchaser documentation, to the full enjoyment reasonable satisfaction of Purchaser, releasing all Liens against the Assets. 9.2 The foregoing conditions are for the exclusive benefit Company from all liability it may have to Stockholder as a result of the Purchaser and such conditions may be waived in whole any Intercompany Transaction or in part by the Purchaser on or prior to the Closing Date by delivery to the Vendors as a result of a written waiver to that effectits status as an Affiliate of Stockholder, signed by the Purchaser.including, but not limited to, UCC-3

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein contained, the The obligation of the Purchaser to complete consummate the purchase of the Xxxxxx Shares hereunder is on the Closing Date is, at the option of Purchaser, subject to the satisfaction of the following conditions: (a) Each of the representations and warranties of the Vendors Seller contained in this Agreement and in any certificate or document delivered pursuant to the provisions Section 3 hereof or in connection with the transactions contemplated hereby shall be true on and correct in all material respects as of the Closing Date with the same force and effect as though such representations and warranties the same had been made on and as of the Closing Date;, except for those given as of a particular date, which shall be true and correct in all material respects as of such date, and except for changes therein permitted or contemplated hereby. (b) Seller shall have performed and complied in all material respects with the covenants and provisions in this Agreement required herein to be performed or complied with by Seller between the date hereof and the Closing Date, and Purchaser shall have received evidence reasonably satisfactory to it that (i) all of the covenants, agreements Indebtedness of Group owing to Seller and deliveries of the Vendors to be performed on or before the Closing Date pursuant to the terms of this Agreement guarantees thereof shall have been duly performed;discharged and released in the manner (c) prior No action or proceeding shall have been instituted against Purchaser, Seller, the Company, Group or the Subsidiaries before any court or other governmental body, seeking to restrain or prohibit the Closing Date the Corporation shall not have experienced any event or condition or taken any action of any character or have become aware of any action of any character that would adversely affect the Assets, or financial condition consummation of the Corporation so as transactions contemplated hereby, which in the reasonable opinion of Purchaser makes it inadvisable to materially reduce consummate such transactions. No governmental action or proceeding shall have been instituted or threatened against Purchaser, Seller, the value Company, Group or the Subsidiaries seeking to restrain or prohibit the consummation of the Assets transactions contemplated hereby, which in the reasonable opinion of Purchaser makes it inadvisable to the Purchaser;consummate such transactions. (d) Purchaser shall have received opinions of an associate general counsel for Seller and Weil, Gotshal & Mangxx, xxunsel for Seller, each dated the Closing Date and each in form and substance reasonably satisfactory to Purchaser and its counsel in their sole discretion are satisfied that at the Closing: (i) the Purchaser will acquire good and valid title counsel, to the Xxxxxx Shares free effect set forth in Exhibits A-1 and clear of liensA-2 hereto, charges and encumbrances; (ii) this transaction will not be subject to being set aside under any applicable insolvency, bankruptcy, or similar legislation;respectively. (e) the transactions contemplated by this Agreement Purchaser shall have been duly approved by the boards of directors of the Corporation, the Purchaser, and by the CDN and the ASC If necessary, and the shareholders of the Corporation at the Annual General Meeting to be held on August 30 1999; and (f) no federal, provincial, regional or municipal government or any agency there of shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Assets or the right of the corporation received a certificate to the full enjoyment of the Assets. 9.2 The foregoing conditions are for the exclusive benefit of the Purchaser and such conditions may be waived effect set forth in whole or in part by the Purchaser on or prior to the Closing Date by delivery to the Vendors of a written waiver to that effect, signed by the Purchaser.subsections (a) and

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein contained, the The obligation of the Purchaser to complete consummate the purchase of the Xxxxxx Purchaser Shares hereunder is on the Closing Date is, at the option of Purchaser, also subject to the satisfaction of the following conditions: (a) Each of the representations and warranties of the Vendors Company contained in this Agreement and in any certificate or document delivered pursuant to the provisions Section 3 hereof or in connection with the transactions contemplated hereby that does not have a materiality qualification shall be true on and correct in all material respects as of the Closing Date and each of the other representations and warranties of the Company contained in Section 3 hereof shall be true and correct as of the Closing Date, in each case with the same force and effect as though such representations and warranties the same had been made on and as of the Closing Date;. (b) The Company shall have performed and complied in all of material respects with the covenants, agreements covenants and deliveries of the Vendors provisions in this Agreement required herein to be performed on or before complied with by the Company between the date hereof and the Closing Date pursuant to the terms of this Agreement shall have been duly performed;Date. (c) prior to Purchaser shall have received an opinion of Weil, Gotshal & Xxxxxx LLP, counsel for the Company, dated the Closing Date the Corporation shall not have experienced any event or condition or taken any action of any character or have become aware of any action of any character that would adversely affect the Assets, or financial condition and in form and substance reasonably satisfactory to Purchaser and its counsel covering such matters as are customary for transactions of the Corporation so as to materially reduce the value of the Assets type contemplated by this Agreement. Such opinion also shall be addressed to the Purchaser;'s financing source. (d) Purchaser shall have received certificates to the effect set forth in subsections (a) and (b) above, dated the Closing Date, signed by a duly authorized officer of the Company. (e) The consents of all persons who are parties to the agreements with the Company, or its Subsidiaries identified on Schedules 3(j), 3(m) or 3(o) with an asterisk (*) shall have been obtained, and signed copies thereof shall have been delivered to Purchaser. (f) All employment and severance agreements in effect on the date hereof between the Management Employees and the Company shall have been terminated. (g) The $635,000 loan by the Company to CMI Partnership shall have been paid in full. (h) All conditions to the availability of the financing contemplated by the Commitment Letter shall have been met and such financing shall be available; PROVIDED that Purchaser may rely on this condition only if it has used all reasonable and its counsel diligent efforts to obtain such financing upon the terms set forth in their sole discretion are satisfied that at the Closing:Commitment Letter. (i) There shall not have occurred any material adverse change in the Purchaser will acquire good and valid title to the Xxxxxx Shares free and clear of liens, charges and encumbrances; (ii) this transaction will not be subject to being set aside under any applicable insolvency, bankruptcy, or similar legislation; (e) the transactions contemplated by this Agreement shall have been duly approved by the boards of directors prospects of the Corporation, Company since the Purchaser, and by the CDN and the ASC If necessary, and the shareholders of the Corporation at the Annual General Meeting to be held on August 30 1999; and (f) no federal, provincial, regional or municipal government or any agency there of shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Assets or the right of the corporation to the full enjoyment of the Assetsdate hereof. 9.2 The foregoing conditions are for the exclusive benefit of the Purchaser and such conditions may be waived in whole or in part by the Purchaser on or prior to the Closing Date by delivery to the Vendors of a written waiver to that effect, signed by the Purchaser.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein contained, the The obligation of the Purchaser to complete purchase the purchase of Assets, and to assume the Xxxxxx Shares hereunder Assumed Liabilities, is subject to the satisfaction on and as of the Closing Date of each of the following conditions: (a) Purchaser shall have received from Company all materially required consents by all parties in interest to assignments of (i) the Consent Required Agreements identified on Schedule 3.07(b) and (ii) all Future Agreements with respect to which a consent to assignment as contemplated herein is required and that are designated by Purchaser as being subject to this Section 5.01(a) by notice from Purchaser to Company within five (5) business days after receipt of copies of such Future Agreements by Purchaser, except, in either case, where the failure to obtain any such consent would not alone, or in the aggregate, have a material and adverse effect on the Business, the Products and Services, or use of the Assets after the Closing Date. (b) There shall not exist any inaccuracies in the representations and warranties of Company contained herein that, in the Vendors contained in this Agreement aggregate, has or is reasonably likely to have a material adverse effect on Purchaser; Company shall have complied with all material obligations, covenants and in any certificate conditions required to be complied with by it pursuant hereto on or document delivered pursuant prior to the provisions hereof Closing Date; and Purchaser shall have received a certificate of the President of Company, dated the Closing Date, to such effect; (c) No action, suit, proceeding or in connection with investigation by or before any court, administrative agency or other governmental authority shall have been instituted to restrain, prohibit or invalidate any of the transactions contemplated by this Agreement; (d) All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be true on in full force and as effect. All applicable governmental pre-acquisition filing, information furnishing and waiting period requirements, including expiration of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; (b) all of the covenants, agreements and deliveries of the Vendors to be performed on or before the Closing Date applicable waiting periods pursuant to the terms Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of this Agreement 1976, as amended ("H-S-R"), shall have been duly performed; (c) prior met or such compliance shall have been waived by the governmental authority having authority to the Closing Date the Corporation shall not have experienced any event or condition or taken any action of any character or have become aware of any action of any character that would adversely affect the Assets, or financial condition of the Corporation so as to materially reduce the value of the Assets to the Purchaser; (d) the Purchaser and its counsel in their sole discretion are satisfied that at the Closing: (i) the Purchaser will acquire good and valid title to the Xxxxxx Shares free and clear of liens, charges and encumbrances; (ii) this transaction will not be subject to being set aside under any applicable insolvency, bankruptcy, or similar legislationgrant such waivers; (e) Company shall not have made any assignment for the transactions contemplated benefit of creditors nor shall a receiver, liquidator, or trustee of Company or any of its property have been appointed, nor shall any voluntary or involuntary petition for bankruptcy, reorganization, or arrangement of Company pursuant to the Federal Bankruptcy Act, or any similar statute, have been filed; (f) Company shall have delivered opinions of counsel in form and substance reasonably satisfactory to Purchaser and its counsel and containing the opinions identified in Exhibit 5.01(f); (g) Curtxx 0000, Inc. will have executed a supply agreement with Purchaser in substantially the form of Exhibit 5.01(g); (h) Company shall have delivered a certificate of incumbency executed by the president and secretary of the Company; (i) Company shall have delivered to Purchaser a certificate executed by a duly authorized officer of Company containing copies of the resolutions duly adopted by the board of directors and shareholder of Company approving and authorizing this Agreement shall and its consummation (such officer will also certify that such resolutions have not been duly approved by the boards of directors of the Corporation, the Purchaser, revoked or modified and by the CDN remain in full force and the ASC If necessary, and the shareholders of the Corporation at the Annual General Meeting to be held on August 30 1999effect); and (fj) no federalCompany and American Business Products, provincial, regional or municipal government or any agency there of Inc. ("ABP") shall have enacted executed a covenant not to compete with Purchaser in substantially the form of Exhibit 5.01(j); (k) Company and its counsel shall have executed the Closing Deliveries Escrow Agreement; and (l) Company and Bank shall have executed the Purchase Price Escrow Agreement. In case any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Assets or the right of the corporation foregoing conditions shall not be fulfilled at or before the Closing Date, Purchaser may rescind this Agreement by notice to the full enjoyment Company, and in such event Purchaser shall be released from all obligations hereunder; provided, however, that any of the Assets. 9.2 The foregoing conditions are for the exclusive benefit of the Purchaser and such said conditions may be waived in whole or in part by Purchaser without prejudice to its rights of rescission in the Purchaser on event of the non-fulfillment of any other condition or prior to the Closing Date by delivery to the Vendors of a written conditions, any such waiver to that effect, signed by the Purchaserbe binding on Purchaser only if such waiver is in writing.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein contained, the The ---------------------------------------------- obligation of the Purchaser to complete consummate the purchase of the Xxxxxx Shares hereunder is on the Closing Date is, at the option of Purchaser, subject to the satisfaction of the following conditions: (a) Each of the representations and warranties of the Vendors Seller contained in this Agreement and in any certificate or document delivered pursuant to the provisions Section 3 hereof or in connection with the transactions contemplated hereby shall be true on and correct in all material respects as of the Closing Date with the same force and effect as though such representations and warranties the same had been made on and as of the Closing Date;, except for those given as of a particular date, which shall be true and correct in all material respects as of such date, and except for changes therein permitted or contemplated hereby. (b) Seller shall have performed and complied in all of material respects with the covenants, agreements covenants and deliveries of the Vendors provisions in this Agreement required herein to be performed on or before complied with by it between the date hereof and the Closing Date pursuant to the terms of this Agreement shall have been duly performed;Date. (c) prior to the Closing Date the Corporation No action or proceeding shall not have experienced been instituted against Purchaser, Seller or Company before any event court or condition or taken any action of any character or have become aware of any action of any character that would adversely affect the Assetsother governmental body, or financial condition statute, rule, regulation, injunction, order, or decree enacted, enforced, promulgated, or issued, which would have the effect of, seeking to restrain or prohibit the consummation of the Corporation so as transactions contemplated hereby or to materially reduce make the value consummation of the Assets transactions contemplated hereby illegal, which in the reasonable opinion of Purchaser makes it inadvisable to the Purchaser;consummate such transactions. (d) Purchaser shall have received opinions of a Senior Counsel of Seller and Weil, Gotshal & Xxxxxx LLP, counsel for Seller, each dated the Closing Date and each in form and substance reasonably satisfactory to Purchaser and its counsel in their sole discretion are satisfied that at the Closing: (i) the Purchaser will acquire good and valid title counsel, to the Xxxxxx Shares free effect set forth in Exhibits G-1 and clear of liensG-2 hereto, charges and encumbrances; (ii) this transaction will not be subject to being set aside under any applicable insolvency, bankruptcy, or similar legislation;respectively. (e) the transactions contemplated by this Agreement Purchaser shall have been received a certificate to the effect set forth in subsections (a) and (b) above, dated the Closing Date, signed by a duly approved by the boards authorized officer of directors of the CorporationSeller as to its representations, the Purchaser, warranties and by the CDN and the ASC If necessary, and the shareholders of the Corporation at the Annual General Meeting to be held on August 30 1999; andcovenants. (f) no federal, provincial, regional or municipal government or any agency there of Purchaser shall have enacted any statutereceived a certificate of a duly authorized officer of Seller, regulation or bylaws or announced any policy that will materially and adversely affect dated the Assets or the right Closing Date, setting forth resolutions of the corporation to Board of Directors of Seller authorizing the full enjoyment signing of this Agreement and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the AssetsClosing Date. 9.2 The foregoing conditions are for the exclusive benefit of the Purchaser and such conditions may be waived in whole or in part by the Purchaser on or prior to the Closing Date by delivery to the Vendors of a written waiver to that effect, signed by the Purchaser.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein contained, the The obligation of the Purchaser to complete purchase the purchase of Purchased Assets, assume the Xxxxxx Shares hereunder Assumed Liabilities and otherwise consummate the transactions to be performed by it in connection with the Closing is subject to the following conditions:satisfaction, at or prior to the Closing, of all of the conditions set forth in this Section 7.1. Purchaser may waive any or all of these conditions in whole or in part without prior notice. (a) the representations Each representation and warranties of the Vendors warranty by Sellers contained in this Agreement and or in any certificate statement, certificate, instrument or other document or item furnished or delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby by any Seller under this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date;in all material respects. (b) all of the covenantsEach Seller shall have performed and complied with each covenant, agreements agreement and deliveries of the Vendors obligation, and shall have satisfied each condition that such Seller is required by this Agreement to be performed on perform, comply with or before the Closing Date pursuant satisfy, at or prior to the terms of this Agreement shall have been duly performed;Closing, in all material respects. (c) prior to the Closing Date the Corporation No action, suit or proceeding shall not have experienced be pending or threatened before any event Authority wherein an unfavorable injunction, judgment, order, decree, ruling or condition or taken any action of any character or have become aware of any action of any character that charge would adversely affect the Assets, or financial condition of the Corporation so as to materially reduce the value of the Assets to the Purchaser; (d) the Purchaser and its counsel in their sole discretion are satisfied that at the Closing: (i) prevent the Purchaser will acquire good and valid title to consummation of any of the Xxxxxx Shares free and clear of lienstransactions contemplated by this Agreement, charges and encumbrances; (ii) this transaction will not be subject to being set aside under cause any applicable insolvency, bankruptcy, or similar legislation; (e) of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect adversely the right of Purchaser to own the Purchased Assets or operate the Business (and no such injunction, judgment, order, decree, ruling or charge shall be in effect). (d) Purchaser shall have been duly approved by the boards of directors received a certificate from Sellers, dated as of the CorporationClosing Date, certifying that the conditions specified in Sections 7.1(a)-(c) have been satisfied in all respects. (e) Purchaser shall provide, within 5 business days of the execution of this Agreement, written notice to Bank of America, N.A., as Administrative Agent, pursuant to a Credit Agreement among Purchaser’s parent, various lenders and Bank of America, N.A., dated as of March 6, 2002, as amended and restated as of May 27, 2003, an officer’s certificate (i) certifying that the transaction contemplated by this Agreement is compliant with Section 9.15 of the Credit Agreement, and by (ii) establishing the CDN and the ASC If necessaryEBITDA of Sellers, and the shareholders Bank of the Corporation at the Annual General Meeting to be held on August 30 1999; andAmerica, N.A., as Administrative Agent, shall have approved such certificates. (f) no federal, provincial, regional or municipal government or any agency there of shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Assets or the right The Sale Order has become a Final Order. (g) The results of the corporation Pre-Closing Inspection contemplated pursuant to Section 5.6 shall be to the full enjoyment reasonable satisfaction of Purchaser with regards to the condition of the tangible Purchased Assets. 9.2 The foregoing conditions are for (h) Each Seller shall have executed and delivered to Purchaser the exclusive benefit Xxxx of Sale and such further documents or instruments of assignment, conveyance, transfer or confirmation as may be necessary in order to effectively convey and transfer the Purchased Assets to Purchaser. (i) Sellers and Xxxx Xxxxxxx shall have each separately executed and delivered to Purchaser a Noncompetition Agreement, dated as of the Purchaser and such conditions may be waived in whole Closing Date. (j) No developments, events or in part by the Purchaser on or occurrences shall have occurred prior to the Closing Date by delivery resulting in, or which could be expected to the Vendors result in, a Material Adverse Effect. (k) The form and substance of a written waiver all statements, certificates, instruments, opinions or other documents or items delivered to that effect, signed by the PurchaserPurchaser under this Agreement shall be satisfactory in all reasonable respects to Purchaser and its counsel.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein contained, the The obligation of the Purchaser to complete consummate the purchase transactions contemplated hereby on the Closing Date is, at the option of the Xxxxxx Shares hereunder is Purchaser, subject to the satisfaction of the following conditions: (a) Subject to Section 29 hereof, each of the representations and warranties of the Vendors Sellers contained in this Agreement Section 3 hereof and Company contained in any certificate Section 4 hereof qualified as to materiality or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby Material Adverse Effect shall be true on and correct and the representations and warranties of Sellers contained in Section 3 hereof and Company contained in Section 4 hereof not so qualified shall be true and correct in all material respects as of the Closing Date with the same force and effect as though such representations and warranties the same had been made on and as of the Closing Date;, except for those given as of a particular date, which for those so qualified shall be true and correct and for those not so qualified shall be true and correct in all material respects (which for purposes hereof shall mean in a manner which would not constitute a Material Adverse Effect) as of such date, and except for changes therein permitted or contemplated hereby; it being understood that as to representations and warranties requiring a list of contracts, contracts entered into after the date hereof without violating Article 6 hereof shall be deemed a permitted change. (b) Sellers and Company shall have performed and complied in all of material respects with the covenants, agreements covenants and deliveries of the Vendors provisions in this Agreement required herein to be performed on or before complied with by them between the date hereof and the Closing Date pursuant to the terms of this Agreement shall have been duly performed;Date. (c) prior No action or proceeding shall have been instituted against Purchaser, Sellers, Company or any Subsidiary before any court or other governmental body, seeking to restrain or prohibit the Closing Date the Corporation shall not have experienced any event or condition or taken any action of any character or have become aware of any action of any character that would adversely affect the Assets, or financial condition consummation of the Corporation so as transactions contemplated hereby or to materially reduce make the value consummation of the Assets transactions contemplated hereby illegal, which in the reasonable opinion of Purchaser makes it inadvisable to the Purchaser;consummate such transactions. (d) Purchaser shall have received opinions of counsel for Toray and Shimadzu and of Weil, Gotshal & Xxxxxx LLP, counsel for Sellers and Company, each dated the Closing Date and each in form and substance reasonably satisfactory to Purchaser and its counsel in their sole discretion are satisfied that at the Closing: (i) the Purchaser will acquire good and valid title counsel, to the Xxxxxx Shares free effect set forth in Exhibits X-0, X-0 and clear of liensA-3 hereto, charges and encumbrances; (ii) this transaction will not be subject to being set aside under any applicable insolvency, bankruptcy, or similar legislation;respectively. (e) Purchaser shall have received a certificate to the effect set forth in subsections (a) and (b) above, dated the Closing Date, signed by a duly authorized officer of each Seller and Company as to each such party's own representations, warranties and covenants. (f) Purchaser shall have received a certificate of a duly authorized officer of each Seller, dated the Closing Date, setting forth resolutions of the Board of Directors of each Seller authorizing the signing of this Agreement and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date. (g) Company shall have received the proceeds from its financing sources on terms satisfactory to Purchaser in an amount sufficient to consummate the transactions contemplated by this Agreement and to fund the continuing operations of Company and its Subsidiaries, it being understood that Company shall have been duly approved by not obtain such financing pursuant to any offering of securities registered with the boards of directors of the CorporationSecurities and Exchange Commission, the Purchaser, and by the CDN and the ASC If necessary, and the shareholders of the Corporation at the Annual General Meeting to nor shall such financing be held on August 30 1999; and (f) no federal, provincial, regional or municipal government or any agency there of shall have enacted any statute, regulation or bylaws or announced any policy that will materially and adversely affect the Assets or the right of the corporation to the full enjoyment of the Assets. 9.2 The foregoing conditions are for the exclusive benefit of the Purchaser and such conditions may be waived in whole or in part by the Purchaser on or consummated prior to the Closing Date by delivery Date. (h) If Purchaser delivers to Sellers the Vendors of a written waiver to that effectHSR Notice, signed by the Purchaserwaiting periods under the Xxxx-Xxxxx-Xxxxxx Act shall have expired.

CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION. 9.1 Notwithstanding, anything herein contained, the The obligation of the Purchaser to complete purchase the purchase of Assets and otherwise consummate the Xxxxxx Shares hereunder transactions to be performed by it in connection with the Closing is subject to the following conditions:satisfaction, at or prior to the Closing, of all of the conditions set forth in this Section 7.1. Purchaser may waive any or all of these conditions in whole or in part without prior notice. (a) the All representations and warranties of the Vendors by Seller and MKTE contained in this Agreement and or in any certificate statement, certificate, instrument, or other document or item furnished or delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby by Seller under this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date;in all respects. (b) Seller, MKTE, and/or their respective Affiliates (as applicable) shall have performed and complied with, and shall have caused the Company to have performed and complied with, all of the covenants, agreements agreements, and deliveries of obligations (including, without limitation, the Vendors payment and or repayment obligations contained in Section 5.8), and shall have satisfied all conditions that Seller or the Company are required by this Agreement to be performed on perform, comply with, or before the Closing Date pursuant satisfy, at or prior to the terms of this Agreement shall have been duly performed;Closing, in all respects. (c) prior to the Closing Date the Corporation shall not have experienced any event or condition or taken any action of any character or have become aware of any action of any character that would adversely affect the AssetsNo action, suit, or financial condition of the Corporation so as to materially reduce the value of the Assets to the Purchaser; (d) the Purchaser and its counsel in their sole discretion are satisfied that at the Closing: proceeding shall be pending or threatened before any Authority wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent the Purchaser will acquire good and valid title to consummation of any of the Xxxxxx Shares free and clear of liens, charges and encumbrances; transactions contemplated by this Agreement; (ii) this transaction will not be subject to being set aside under cause any applicable insolvency, bankruptcy, or similar legislation; (e) of the transactions contemplated by this Agreement to be rescinded following consummation; (iii) affect adversely the right of Purchaser to own the Assets, to control the Company and/or operate the Business; or (iv) affect adversely the right of the Company to own its assets or properties or to operate the Business (and no such injunction, judgment, order, decree, ruling or charge shall be in effect). (d) Purchaser shall have been duly approved by the boards of directors received a certificate from Seller, dated as of the CorporationClosing Date, certifying that the Purchaser, conditions specified in this Section 7.1 have been satisfied in all respects. (e) Purchaser shall have received the Bill of Sale transferring tixxx in and by to the CDN and Assets to Purchaser substantially in the ASC If necessary, and the shareholders form of the Corporation at the Annual General Meeting to be held on August 30 1999; andExhibit 7.1(e). (f) no federal, provincial, regional or municipal government or any agency there of Seller and MKTE shall have enacted any statutetaken all actions required under, regulation and shall have procured (or bylaws caused the Company to have taken all actions required under and procured) and delivered to Purchaser, all third party consents contemplated by, Section 3.2 and Schedule 3.2. (g) Purchaser shall have received a certificate of good standing or announced any policy that will materially existence for the Company. (h) Purchaser shall have received the releases of Liens specified in Section 6.7, each of which shall be satisfactory to Purchaser in its sole and adversely affect absolute discretion. (i) Company shall have each executed and delivered to Purchaser the Assets or the right Seller Noncompetition Agreement, dated as of the corporation Closing Date. (j) MKTE shall have each executed and delivered to Purchaser the full enjoyment MKTE Noncompetition Agreement, dated as of the AssetsClosing Date. 9.2 The foregoing conditions are for the exclusive benefit of the Purchaser and such conditions may be waived in whole (k) No developments, events or in part by the Purchaser on or occurrences shall have occurred prior to the Closing Date resulting in, or which could reasonably be expected to result in, a Material Adverse Effect. (l) The board of directors of Purchaser shall have approved the transactions contemplated by delivery this Agreement. (m) Purchaser shall have received from counsel to Seller an opinion in form and substance as set forth on Exhibit 7.1(m), addressed to Purchaser and dated as of the Closing Date. (n) Seller shall have obtained an estoppel certificate and assignment, in form and substance acceptable to Purchaser, from the landlord of the Leased Real Property confirming that the rent is current, Seller and Company have otherwise performed the terms and conditions of the lease, and that the landlord consents to the Vendors assignment of a written waiver the lease concerning such Leased Real Property to Purchaser (the "Leased Real Property Assignment"). To the extent that effectthe landlord of the Leased Real Property requires MKTE or the Company to remain as an obligor to the landlord under the terms of the Leased Real Property Assignment, signed by the Purchaser and Customerlinx agree: (i) to indemnify and hold MKTE and the Company harmless from all claims, damages, costs, and liability (including reasonable attorney's fees) that MKTE or the Company shall suffer or incur arising under the terms of the lease of the Leased Real Property or Purchaser's use and occupancy of the Leased Real Property, in each case for which the cause of action giving rise to such claim, damage, cost, or liability arises after the Closing, without any limitation except as set forth above; (ii) to fully and timely perform all obligations of lessee under the terms of the lease of the Leased Real Property after the Closing; and (iii) that Purchaser shall have no right to extend the term of the lease of the Leased Real Property in the event that either MKTE or the Company must remain during such extension as obligors to the landlord on the lease of the Leased Real Property. (o) Seller shall have delivered the 2004 Income Statement to Purchaser at least 5 days prior to the Closing, and Purchaser shall be satisfied with the figures and calculations presented therein. (p) Purchaser shall have received $24,000.000 in cash or other immediately available United States funds pursuant to Section 6.9. (q) The form and substance of all statements, certificates, instruments, opinions and other documents or items delivered to Purchaser under this Agreement shall be satisfactory in all reasonable respects to Purchaser and its counsel.