Common use of Conditions Precedent to Purchaser’s Obligations on the Closing Date Clause in Contracts

Conditions Precedent to Purchaser’s Obligations on the Closing Date. All of the obligations of Purchaser hereunder to consummate the Transactions are subject to fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Purchaser in writing): (a) The representations and warranties of Seller contained herein shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified), except for breaches and inaccuracies of such representations and warranties (without giving effect to any limitation as to “materiality,” “material adverse effect” or “Material Adverse Effect” set forth therein, but giving effect to any dollar threshold specified therein) that would not reasonably be expected to have a Material Adverse Effect; provided, that the Fundamental Representations shall be true and correct in all respects as of the Closing Date as though made on as and of the Closing Date. (b) Seller shall have performed and complied in all material respects with all of its covenants and agreements under this Agreement and the other Transaction Documents to be complied with and performed by Seller at or before the Closing. (c) Seller shall have delivered to Purchaser a certificate in the form attached hereto as Exhibit E, dated as of the Closing Date and executed by an authorized officer of Seller, certifying to the effect that each of the conditions specified above in Section 7.01(a), Section 7.01(b), and Section 7.01(g) is satisfied in all respects (the “Seller’s Officer’s Certificate”). (d) Seller shall have delivered to Purchaser a certificate of a Secretary or an Assistant Secretary of Seller in the form attached hereto as Exhibit F enclosing a copy of (i) its certificate of incorporation certified by the Secretary of State of the State of Delaware, (ii) its by-laws and (iii) if applicable, board of director resolutions authorizing Seller to enter into this Agreement and the other Transaction Documents and to consummate the Transactions (the “Seller’s Secretary’s Certificate”). (e) No Law or Governmental Order enacted, entered, promulgated, enforced, issued or otherwise in effect by any Governmental Authority or other legal restraint or prohibition preventing, enjoining, restraining or otherwise prohibiting the performance of this Agreement or the consummation of any of the Transactions (each, a “Closing Legal Impediment”) shall be in effect. (f) Seller shall have received and delivered to Purchaser (i) a payoff letter (the “Payoff Letter”) in customary form, which Payoff Letter shall (A) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations then due and payable under the Deerfield Facility as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”), (B) state that upon receipt of the Payoff Amount under such payoff letter, all such indebtedness under the Deerfield Facility and all related loan documents shall be terminated and (C) provide that all Liens and guarantees in connection with the Deerfield Facility relating to the assets and properties of the Business securing the obligations under the Deerfield Facility shall be released and terminated upon payment of the Payoff Amount on the Closing Date and (ii) collateral releases, Lien terminations and instruments of discharge in customary form providing for the discharge of any such Liens under the Deerfield Facility as of the Closing Date. (g) Since the Effective Date, there shall have been no events or occurrences that have resulted or would reasonably be expected to result in a Material Adverse Effect. (h) Seller shall have signed and delivered, or caused one or more of its Affiliates, to sign and deliver the documents set forth on Exhibit A.

Conditions Precedent to Purchaser’s Obligations on the Closing Date. All of the obligations of Purchaser hereunder to consummate the Transactions are subject to fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Purchaser in writing): (ai) The representations and warranties of Seller contained herein (other than the Seller Fundamental Representations) shall be true and correct (without giving effect to any references to “material,” “materially,” “Material Adverse Effect,” “material adverse effect” or other similar materiality qualifications contained or incorporated in any such representation or warranty) on and as of the Closing Date as though made on date hereof and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified), except for breaches such failures to be true and inaccuracies of such representations and warranties (without giving effect to any limitation as to “materiality,” “material adverse effect” correct that do not, individually or “Material Adverse Effect” set forth thereinin the aggregate, but giving effect to any dollar threshold specified therein) that would not reasonably be expected to have a Material Adverse Effect; provided, that Effect and (ii) the Seller Fundamental Representations shall be true and correct in all material respects on and as of the date hereof and the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct in all material respects as of the Closing Date as though made on as and of the Closing Datedate specified). (b) Seller shall have performed and complied in all material respects with all of its covenants and agreements under this Agreement and the other Transaction Documents to be complied with and performed by Seller at or before the Closing. (c) Seller shall have delivered to Purchaser a certificate in the form attached hereto as Exhibit EI, dated as of the Closing Date and executed by an authorized officer of Seller, certifying to the effect that each of the conditions specified above in Section 7.01(a), ) and Section 7.01(b), and Section 7.01(g) is are satisfied in all respects (the “Seller’s Officer’s Certificate”). (d) Seller shall have delivered to Purchaser a duly executed certificate of stating that Seller is not a Secretary or an Assistant Secretary of Seller foreign person within the meaning set forth in the form attached hereto as Exhibit F enclosing a copy of (iTreasury Regulation Section 1.1445-2(b)(2)(iv) its certificate of incorporation certified by the Secretary of State of the State of Delaware, (ii) its by-laws and (iii) if applicable, board of director resolutions authorizing Seller to enter into this Agreement and the other Transaction Documents and to consummate the Transactions (the “Seller’s Secretary’s FIRPTA Certificate”). (e) No Law or Governmental Order Judgment enacted, entered, promulgated, enforced, enforced or issued or otherwise in effect by any Governmental Authority or other legal restraint or prohibition preventing, enjoining, restraining or otherwise prohibiting the performance of this Agreement or preventing the consummation of any of the Transactions (each, a “Closing Legal Impediment”) shall be in effect. (f) Seller shall have received The waiting periods, clearances and delivered to Purchaser (i) a payoff letter (the “Payoff Letter”) in customary form, which Payoff Letter shall (A) indicate the total amount approvals required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations then due and payable under the Deerfield Facility anti-trust filings as of the anticipated Closing Date (and the daily accrual thereafterspecified on Schedule 7.01(f) (the “Payoff AmountAnti-Trust Filings”), (B) state that upon receipt of the Payoff Amount under such payoff letter, all such indebtedness under the Deerfield Facility and all related loan documents shall be terminated and (C) provide that all Liens and guarantees in connection with the Deerfield Facility relating to the assets and properties of the Business securing the obligations under the Deerfield Facility shall be released and terminated upon payment of the Payoff Amount on the Closing Date and (ii) collateral releases, Lien terminations and instruments of discharge in customary form providing for the discharge of any such Liens under the Deerfield Facility as of the Closing Datehave expired or been obtained. (g) Since the Effective Date, there shall have been no events or occurrences that have resulted or would reasonably be expected to result in a Material Adverse Effect. (h) Seller shall have signed and delivered, or caused one or more of its Affiliates, Affiliates to sign and deliver deliver, the instruments and documents set forth on Exhibit A. (i) The actions set forth in Section 3.01(b) shall have been completed.

Conditions Precedent to Purchaser’s Obligations on the Closing Date. All of the obligations of Purchaser hereunder to consummate the Transactions are subject to fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Purchaser in writing): (a) The representations and warranties of Seller contained herein shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified), except for breaches and inaccuracies of such representations and warranties (without giving effect to any limitation as to “materiality,” “material adverse effect” or “Material Adverse Effect” set forth therein, but giving effect to any dollar threshold specified therein) that would not reasonably be expected to have a Material Adverse Effect; provided, that the Fundamental Representations shall be true and correct in all respects as of the Closing Date as though made on as and of the Closing Date. (b) Seller shall have performed and complied in all material respects with all the terms, provisions and conditions of its covenants and agreements under this Agreement and the other Transaction Documents to be complied with and performed by Seller at or before the Closing. (c) Seller shall have delivered to Purchaser a certificate certificate, in the form attached hereto as Exhibit EJ hereto, dated as of the Closing Date and executed by an authorized officer of Seller, certifying to the effect that each of the conditions specified above in Section 7.01(a), ) and Section 7.01(b), and Section 7.01(g) is satisfied in all respects (the “Seller’s Seller Officer’s Certificate”). (d) Seller shall have delivered to Purchaser a certificate of a Secretary or an Assistant Secretary of Seller Seller, in the form attached hereto as Exhibit F K hereto, enclosing a copy of (i) its certificate of incorporation certified by the Secretary of State of the State of Delaware, (ii) its by-laws and (iii) if applicable, resolutions of the board of director resolutions directors of Seller authorizing Seller to enter into this Agreement and the other Transaction Documents and to consummate the Transactions (the “Seller’s Seller Secretary’s Certificate”). (e) No Law or Governmental Order Judgment enacted, entered, promulgated, enforced, enforced or issued or otherwise in effect by any Governmental Authority or other legal restraint or prohibition preventing, enjoining, restraining or otherwise prohibiting the performance of this Agreement or preventing the consummation of any of the Transactions (each, a “Closing Legal Impediment”) shall be in effect. (f) Seller shall have received The waiting periods, clearances and delivered to Purchaser (iapprovals required under the antitrust filings as specified on Schedule 7.01(f) a payoff letter hereto (the “Payoff LetterAntitrust Filings”) in customary form, which Payoff Letter shall (A) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations then due and payable under the Deerfield Facility as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”), (B) state that upon receipt of the Payoff Amount under such payoff letter, all such indebtedness under the Deerfield Facility and all related loan documents shall be terminated and (C) provide that all Liens and guarantees in connection with the Deerfield Facility relating to the assets and properties of the Business securing the obligations under the Deerfield Facility shall be released and terminated upon payment of the Payoff Amount on the Closing Date and (ii) collateral releases, Lien terminations and instruments of discharge in customary form providing for the discharge of any such Liens under the Deerfield Facility as of the Closing Datehave expired or been obtained. (g) Since the Effective Date, there shall have been no events or occurrences that have resulted or would reasonably be expected to result in a Material Adverse Effect. (h) Seller shall have signed and delivered, or caused one or more of its Affiliates, to sign and deliver the Transaction Documents and the documents set forth on Exhibit A.in Section 3.01(b).

Conditions Precedent to Purchaser’s Obligations on the Closing Date. All of the obligations of Purchaser hereunder to consummate the Transactions are subject to fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Purchaser in writing): (a) The representations and warranties of Seller contained herein shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date specified), except for breaches and inaccuracies of such representations and warranties (without giving effect to any limitation as to “materiality,” “material adverse effect” or “Material Adverse Effect” set forth therein, but giving effect to any dollar threshold specified therein) that would not reasonably be expected to have a Material Adverse Effect; provided, that the Fundamental Representations shall be true and correct in all respects as of the Closing Date as though made on as and of the Closing Date. (b) Seller shall have performed and complied in all material respects with all of its covenants and agreements under this Agreement and the other Transaction Documents to be complied with and performed by Seller at or before the Closing. (c) Seller shall have delivered to Purchaser a certificate in the form attached hereto as Exhibit EF, dated as of the Closing Date and executed by an authorized officer of Seller, certifying to the effect that each of the conditions specified above in Section 7.01(a), Section 7.01(b), ) and Section 7.01(g) is satisfied in all respects (the “Seller’s Officer’s Certificate”). (d) Seller shall have delivered to Purchaser a certificate of a Secretary or an Assistant Secretary of Seller in the form attached hereto as Exhibit F G enclosing a copy of (i) its certificate of incorporation certified by the Secretary of State of the State of DelawarePennsylvania, (ii) its by-laws and (iii) if applicable, board of director resolutions authorizing Seller to enter into this Agreement and the other Transaction Documents and to consummate the Transactions (the “Seller’s Secretary’s Certificate”). (e) No Law or Governmental Order Judgment enacted, entered, promulgated, enforced, enforced or issued or otherwise in effect by any Governmental Authority or other legal restraint or prohibition preventing, enjoining, restraining or otherwise prohibiting the performance of this Agreement or preventing the consummation of any of the Transactions (each, a “Closing Legal Impediment”) shall be in effect; provided, however, that Purchaser shall have taken all action and used the efforts required by Section 6.05 to prevent the occurrence or entry of any such Closing Legal Impediment and to remove or appeal as promptly as possible any such Closing Legal Impediment. (f) Seller shall have received The waiting periods, clearances and delivered to Purchaser (i) a payoff letter (the “Payoff Letter”) in customary form, which Payoff Letter shall (A) indicate the total amount approvals required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations then due and payable under the Deerfield Facility anti-trust filings as of the anticipated Closing Date (and the daily accrual thereafterspecified on Schedule 7.01(f) (the “Payoff AmountAnti-Trust Filings”), (B) state that upon receipt of the Payoff Amount under such payoff letter, all such indebtedness under the Deerfield Facility and all related loan documents shall be terminated and (C) provide that all Liens and guarantees in connection with the Deerfield Facility relating to the assets and properties of the Business securing the obligations under the Deerfield Facility shall be released and terminated upon payment of the Payoff Amount on the Closing Date and (ii) collateral releases, Lien terminations and instruments of discharge in customary form providing for the discharge of any such Liens under the Deerfield Facility as of the Closing Datehave expired or been obtained. (g) Since the Effective Date, there shall have been no events or occurrences that have resulted or would reasonably be expected to result in a Material Adverse Effect. (h) Seller shall have signed and delivered, or caused one or more of its Affiliates, to sign and deliver the Ancillary Agreements and the documents set forth on Exhibit A. (i) Since the Effective Date, there shall have been no uncured Material Loss. (j) Seller shall have delivered to Purchaser the Financial Statements (including, if applicable, the Q1 Financials), the Audit Opinion and the Seller Certifications, which such Seller Certifications shall not have been rescinded or revoked (or be required to be rescinded or revoked pursuant to Section 6.21(b) or Section 6.22(b)). (k) The Financing shall (i) have been consummated and the proceeds of the Financing shall be available to fulfill Purchaser’s obligations under this Agreement with respect to the Purchase Price or (ii) be available to be consummated substantially contemporaneously with the Closing. (l) The actions set forth in Section 3.01(b) shall have been completed.