Common use of Conditions to Obligation to Close Clause in Contracts

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS. The obligation of New Andrx, Andrx and the Merger Subs to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (iv) Cybear shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (v) no court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Cybear shall have delivered to New Andrx a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v) is satisfied in all respects; (vii) the S-4 Registration Statement shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) all actions to be taken by Cybear in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx. New Andrx, Andrx and the Merger Subs may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSA. Conditions to Obligation of Brokat. The obligation of New Andrx, Andrx and the Merger Subs Brokat to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) 1. the representations and warranties set forth in Section 3 (S)III.A. and Article IV., above shall be true and correct in all material respects at and as of the Closing Date; (iv) Cybear 2. the Shareholders and TST shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; 3. TST and its Subsidiaries shall have procured all of the material third party consents specified in (v) S)V.B. above; 4. no action, suit, or proceeding shall be pending before any court or quasi-quasi- judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation Brokat to own the former assets, to operate the former businesses, TST Shares and to control the former Subsidiaries of CybearTST and its Subsidiaries, or (D) affect materially and adversely the right of any of the former TST and its Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Cybear 5. the Shareholders shall have delivered to New Andrx Brokat a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v) (S)VII.A.1.-4. is satisfied in all respects; 6. all applicable waiting periods (viiand any extensions thereof) under the S-4 Registration Statement Xxxx- Xxxxx-Xxxxxx Act shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have expired or otherwise been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement terminated and the Andrx Merger Parties, TST, and its Subsidiaries shall have received the Required Andrx Stockholder Voteall other material authorizations, consents, and approvals of governments and governmental agencies referred to in (S)III.A.2., (S)III.B.1., and (S)IV.B.1., above; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) 7. all actions to be taken by Cybear the Shareholders, TST and any of its Subsidiaries in connection with consummation of the transactions contemplated hereby herein and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New AndrxBrokat; 8. New Andrx, Andrx all U.S. federal and the Merger Subs state securities law requirements have been satisfied; and 9. receipt by Brokat of written resignations of all directors and officers of TST and its Subsidiaries who are Shareholders. Brokat may waive any condition specified in this Section 6(a) (S)VII.A. if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the Purchaser. The obligation of New Andrx, Andrx and the Merger Subs Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 above that are qualified as to their materiality or to the Knowledge of the Seller shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects at and as of the Closing DateDate (as though made then and as though the Closing Date were substituted for the date of this Agreement); (ivii) Cybear the Seller and the Company shall have performed and complied with all of its their respective covenants hereunder in all material respects through the Closing; (viii) no court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or arbitrator there shall have enacted, issued, promulgated, enforced or entered not be any injunction, judgment, order, decree, ruling, ruling or charge which would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause and no action, suit, claim or proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Agreement; (viiv) Cybear the Seller shall have delivered to New Andrx the Purchaser a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v9(a)(i) is and (ii), as they pertain to the Seller, have been satisfied in all respects; (v) the Seller shall have delivered to the Purchaser a certificate to the effect that the conditions specified above in Section 9(a)(i) and (ii), as they pertain to the Company, have been satisfied in all respects; (vi) the Seller shall have delivered to the Purchaser all of the items under Section 2(f) herein; and (vii) there shall be no payables or receivables between the S-4 Registration Statement shall have become effective under Seller and the Securities Act;Company or between Affiliates of the Seller and the Company. (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers Purchaser shall have been approved obtained financing to implement the transactions provided for listing in this Agreement and to provide sufficient working capital on such terms and conditions as are acceptable to the Nasdaq National MarketPurchaser, subject and the Purchaser shall have satisfied all of the conditions precedent to official notice acquisitions under WinsLoew Furniture, Inc.'s line of issuance;credit with Fleet. (ix) This Agreement all consents, waivers, exemptions, governmental approvals, regulatory approvals and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect other actions that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) all actions to be taken by Cybear are necessary in connection with the consummation of the transactions contemplated hereby by this Agreement, shall be in full force and effect on the Closing Date. (x) the Purchaser shall have received from Seller all certificates, opinions, instrumentsinformation available to Seller that is requested by the Purchaser promptly after the date hereof, and other documents required the Purchaser, upon review of such matters related to effect Seller, its assets, liabilities, financial condition, business, prospects or relations with third parties as it shall deem necessary or appropriate (in which review Seller shall cooperate), shall not have learned of any fact or matter that, in the good faith determination of Purchaser, causes Purchaser to be dissatisfied in any material respect with the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrxby this Agreement. New Andrx, Andrx and the Merger Subs The Purchaser may waive any condition specified in this Section 6(a9(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the Purchaser. The obligation of New Andrx, Andrx and the Merger Subs Purchaser to consummate the transactions to be performed by it the Purchaser in connection with the Closing is are subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 Sections 4 and 5 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear the Seller shall have performed and complied with all of its her covenants hereunder in all material respects through the Closing; (viii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Cybear shall have delivered to New Andrx a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v) is satisfied in all respects; (viiiv) the S-4 Registration Statement shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger Purchaser shall have received the Required Andrx Stockholder Vote;resignation of the sole officer and director of the Company and the designees specified by the Purchaser will have been appointed as officers and directors of the Company; and (xv) Andrx shall the Purchaser will have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") such pay-off letters and releases relating to outstanding indebtedness and liabilities as it will have reasonably requested and such pay-off letters and releases will be in form and substance reasonably satisfactory to the effect that Purchaser. The Purchaser may waive any condition specified in this Section 10(a) at or prior to the Andrx Merger should constitute a tax-free reorganization pursuant Closing in writing executed by the Purchaser. (b) Conditions to Code Obligation of the Seller. The obligations of the Seller to consummate the transactions to be performed by her in connection with the Closing are subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 368(a)(1)(A) addressed to Cybear 6 above shall be true and Andrx, correct in all material respects at and dated as of the Closing Date; (xiii) New Andrx and Cybear the Purchaser shall have entered into performed and complied with all of its covenants hereunder in all material respects through the Tax Sharing Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement attached hereto as Exhibit C or (B) cause any of the "Tax Sharing Agreement"transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); and (xiiiv) all actions to be taken by Cybear the Purchaser in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrxthe Seller. New Andrx, Andrx and the Merger Subs The Seller may waive any condition specified in this Section 6(a10(b) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of lawClosing in writing executed by the Seller.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Buyer’s Obligation. The Buyer’s obligation of New Andrx, Andrx and the Merger Subs to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section §3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (ivii) Cybear Sellers shall have performed and complied with all of its the covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case Sellers shall have performed and complied with all of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing; (viii) Sellers and Division shall have procured all of the third-party consents specified in §5(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect adversely the right of the Cybear Surviving Corporation Buyer to own the former assets, Acquired Assets and to operate the former businesses, and to control the former Subsidiaries business of CybearDivision, or (D) affect adversely have a Material Adverse Effect; (v) there shall not have been, or the right occurrence of any of the former Subsidiaries of Cybear events which could reasonably be expect to own its assets and to operate its businesses (and no such injunctionhave, judgment, order, decree, ruling, or charge shall be in effect)a Material Adverse Effect; (vi) Cybear there shall not have been, or the occurrence of any events which could reasonably be expected to have, an adverse change or impact with respect to Sellers or Buyer in connection with the CSS Claim; (vii) this Agreement and the transactions contemplated hereby and the Amendment shall have been approved and adopted by the stockholders of Parent in accordance with the laws of the State of Delaware (the “Stockholder Approval”); (viii) Sellers shall have delivered to New Andrx Buyer a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v§7(a)(i)-(vii) is satisfied in all respects; (vii) the S-4 Registration Statement shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) all actions to be taken by Cybear in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx. New Andrx, Andrx and the Merger Subs may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS. The obligation of New Andrx, Andrx and the Merger Subs Fields to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 and Section 5 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear the Principal Shareholder and the Company shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; (iii) the Company and its Subsidiaries shall have procured all of the third-party consents specified in Section 6(b) above; (iv) there shall have been no material adverse changes in the Company and its Subsidiaries; (v) Fields shall have concluded its due diligence review of the Company and its Subsidiaries to Fields' sole satisfaction; (vi) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would would (A) prevent consummation of any of the transactions contemplated by this Agreement, ; (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, ; (C) affect adversely the right of the Cybear Surviving Corporation Fields to own the former assets, to operate the former businesses, Company Shares and to control the former Subsidiaries of Cybear, or Company and its Subsidiaries; or (D) affect adversely the right of any of the former Company and its Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vivii) Cybear the Company and the principal Shareholder shall have delivered to New Andrx Fields a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v8(a)(i), (ii), (iii), (iv) and (vi) is satisfied in all respects; (viiviii) the S-4 Registration Statement Fields shall have become effective under received from counsel to the Securities Act; (viii) Company and from counsel to the New Andrx Common Stock Principal Shareholder written opinions addressed to Fields, dated as of the Closing Date and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject form and substance acceptable to official notice of issuanceFields and its counsel; (ix) This Agreement and the Andrx Merger Related Transaction Documents shall have received been executed by each of the Required Andrx Stockholder Voteparties thereto, and each of the Related Transactions shall have been closed or each of the conditions for the closing of the Related Transactions concurrently with the Closing of the transaction contemplated by this Agreement shall have been satisfied or waived to Fields' satisfaction; (x) Andrx the Company shall have received from Xxxxxx Xxxxxxxx LLP an opinion (delivered a share certificate to Fields evidencing the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing DateShares; (xi) New Andrx following the Closing of the transaction described herein and Cybear the Related Transactions, Fields shall have entered into own fifty-six (56%) of the Tax Sharing Agreement attached hereto as Exhibit C (outstanding Company Shares on a fully diluted basis, and there shall be no other shareholders of the "Tax Sharing Agreement"); andCompany except the Principal Shareholder; (xii) all actions to be taken by Cybear the Company and the Principal Shareholder in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be satisfactory in form and substance to Fields. Fields may waive any condition specified in this Section 8(a) if it executes a writing so stating at or prior to the Closing. . The obligation of the Company and the Principal Shareholder to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (ii) Fields shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction for before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any 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); (iv) Fields shall have delivered to the Company and the Principal Shareholder a certificate to the effect that each of the conditions specified above in Section 8(b) is satisfied in all respects; (v) the Related Transactions Documents, including a developer agreement between the Company and the Principal Shareholder whereby the Principal Shareholder receives the area development rights for Vermont, New Hampshire, Massachusetts, Maine and the Greater Dallas/Ft. Worth, Texas area shall have been executed by all of the parties thereto, and each of the Related Transactions shall have occurred or each of the conditions for the closing of the Related Transactions concurrently with the closing of the transactions contemplated by this Agreement shall have been satisfied or waived to the Company and Principal Shareholder's satisfaction; (vi) Fields shall be prepared to deliver the Purchase proceeds upon compliance with the matters set forth in Section 8(a); and (vii) all actions to be taken by Fields in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrxthe Company. New Andrx, Andrx The Company and the Merger Subs Principal Shareholder may waive any condition specified in this Section 6(a8(b) if it executes they execute a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of Investor. The obligation of New Andrx, Andrx and the Merger Subs Investor to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 above 3(a) and Section 4 shall be true and correct in all material respects at as of the date of this Agreement, taking into account the Disclosure Schedule; (ii) the representations set forth in Section 3(a) and Section 4 shall be true and correct in all material respects as of the Closing Date, taking into account the Disclosure Schedule (as supplemented in accordance with Sections 5(g) and 5(q) hereof); (iii) from the date of this Agreement through the Closing Date, no Material Adverse Effect shall have occurred; (iv) Cybear HarnCo and Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; (v) no court there shall not be any action, suit or quasi-judicial proceeding pending or administrative agency threatened before any Governmental Agency or before any arbitrator in connection with the consummation of any federal, state, local, or foreign jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any the transactions contemplated by this Agreement wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummationconsummation or result in material damages to Investor, the MHE Business or the Companies, (C) affect adversely the right of the Cybear Surviving Corporation Investor to own the former assets, to operate the former businesses, shares of MHE and to control the former Companies and their Subsidiaries of Cybear, or (D) affect adversely have a material adverse effect on the right of any of the former Companies and their Subsidiaries of Cybear to own its their assets and or to operate its businesses their business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Cybear all applicable waiting periods (and any extensions thereof) under the HSR Act and any applicable European or national merger regulations shall have expired or otherwise been terminated; (vii) HTI shall have executed the Trademark Agreement; (viii) HII shall have executed the Non-Competition Agreement; (ix) HarnCo shall have executed the Stockholders Agreement, the Supply Agreement, the Transition Services Agreement, the Assumption Agreement and the Credit Indemnity Agreement; (x) HarnCo and the Sellers shall have delivered to New Andrx the Investor a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v7(a)(i) - (iv) is satisfied in all respects; (viixi) the S-4 Registration Statement shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger Investor shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") opinions in form and substance as set forth in Exhibit H attached hereto, addressed to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and AndrxInvestor, and dated as of the Closing Date; (xixii) New Andrx and Cybear Investor shall have entered into obtained financing for the Tax Sharing transactions contemplated by this Agreement attached hereto on terms reasonably consistent with the Commitment Letters and Term Sheets, respectively; (xiii) The business relationships identified on Schedule 4(m)(vii) (other than those identified in items 4 through 12 and items 17 and 19 thereof) shall have either been (A) terminated or (B) superseded or otherwise modified pursuant to the express terms of the Transaction Agreements (as Exhibit C applicable); (the "Tax Sharing Agreement")xiv) The Employment Agreements shall be in full force and effect; and (xiixv) MHE shall own, directly or indirectly, all actions to be taken by Cybear in connection with consummation of the transactions contemplated hereby outstanding equity securities of the other Companies and their Subsidiaries free and clear of all certificates, opinions, instruments, Encumbrances (other than (A) the 15% interest in Blooma held by third parties and other documents required to effect (B) the transactions contemplated hereby will be reasonably satisfactory in form and substance to New AndrxHercules Shares). New Andrx, Andrx and the Merger Subs Investor may waive any condition specified in this Section 6(a7(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter Closing (without prejudice to any of lawInvestor's rights under Section 8 hereof).

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the Parent. The obligation of New Andrx, Andrx each of the -------------------------------------- Parent and the Merger Subs Transitory Subsidiary to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 (S)3(a) and (S)4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear the Stockholders shall have performed and complied with all of its their respective covenants hereunder in all material respects through the Closing; (viii) the Company and its Subsidiaries shall have procured all of the material third party consents required pursuant to (S)5(b) above; (iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation Parent to own the former assets, to operate the former businesses, Company Shares and to control the former Subsidiaries of CybearCompany and its Subsidiaries, or (D) affect materially and adversely the right of any of the former Company and its Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Cybear each of the Stockholders shall have delivered to New Andrx the Parent a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v(S)7(a)(i)-(ii) is satisfied satisfied, and the Company shall have delivered to the Parent a certificate to the effect that each of the conditions specified above in (S)7(a)(iii)-(iv) is satisfied; (vi) the FCC shall have granted the Transfer of Control Application and such grant shall be in full force and effect, all respectsapplicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated, and the Parties, the Company, and its Subsidiaries shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in (S)3(a)(ii), (S)3(b)(ii), and (S)4(c) above; (vii) the S-4 Registration Statement Parent and each of the Stockholders shall have become effective under entered into a Registration Rights Agreement in form and substance as set forth in Exhibit C attached hereto and the Securities Actsame shall be in full force and effect; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers Parent shall have been approved for listing received from each Stockholder that is not a natural person (A) a copy of resolutions duly adopted by such Stockholder's board of directors authorizing such Stockholder to enter into this Agreement and consummate the transactions contemplated hereby, certified by the secretary or assistant secretary of such Stockholder as being complete and correct and in full force and effect as of the Closing Date, and (B) an incumbency certificate dated as of the Closing Date with respect to the officer executing this Agreement on the Nasdaq National Market, subject to official notice behalf of issuancesuch Stockholder; (ix) This Agreement and the Andrx Merger Parent shall have received obtained on terms and conditions satisfactory to it in its sole discretion all of the Required Andrx Stockholder Votefinancing it needs in order to consummate the transactions contemplated hereby; (x) Andrx a majority of the Parent's directors that are not Affiliates of the Company shall have received from Xxxxxx Xxxxxxxx LLP an opinion (approved the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Datetransactions contemplated hereby; (xi) New Andrx and Cybear the holders of eighty percent (80%) of the Parent's Senior Preferred Stock shall have approved the transactions contemplated hereby; (xii) the Parent shall be satisfied that no material adverse change in the financial condition, results of operation, business, assets, properties or prospects of the Company shall have occurred since December 31, 1998; (xiii) the Parent shall have received an opinion from a nationally recognized investment bank stating the transactions contemplated hereby are fair to the Parent from a financial point of view; (xiv) the Parent and Xxxx Xxxxxxxxx Xxxxx shall have executed amendments to Xx. Xxxxx'x employment and equity incentive agreements on terms satisfactory to Parent in its sole discretion; (xv) Alta and Syncom shall each have entered into into, and shall have pledged all the Tax Sharing Agreement Parent Class A Shares and Warrants issuable to it hereunder for the benefit of the Senior Lenders pursuant to, a pledge agreement in the form attached hereto as Exhibit C D; (xvi) Xxxx Xxxxxxxxx Xxxxx shall have entered into, and shall have pledged all the "Tax Sharing Agreement")Parent Class A Shares and Warrants issuable to her hereunder for the benefit of the Senior Lenders pursuant to, a pledge agreement in the form attached hereto as Exhibit E; and (xiixvii) all actions to be taken by Cybear the Stockholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrxthe Parent. New Andrx, Andrx and the Merger Subs The Parent may waive any condition specified in this Section 6(a(S)7(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX XXXXX ENTERPRISES AND MERGER SUBSTHE XXXXX STOCKHOLDERS. The obligation of New Andrx, Andrx Xxxxx Enterprises and the Merger Subs Xxxxx Stockholders to consummate the transactions to be performed by him, her or it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 Sections 3(a) and (b) above shall be true and correct in all material respects at and as of the Closing DateDate (other than representations and warranties which speak as of another date, which shall be true and correct as of such date); (ivii) Cybear the Turecamo Stockholders and the Turecamo Entities shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; (iii) the Turecamo Stockholders and the Turecamo Entities shall have procured all of the material third party consents specified in Section 4(b)(i) and (vi) to be procured by them; (iv) the Parties shall have received all other material authorizations, consents, and approvals of the Governmental Authorities referred to in Section 4(b), and none of the terms or conditions of any such authorization, consent or approval shall (A) prevent consummation of any of the transactions contemplated by this Agreement or by the Ancillary Agreements, (B) cause any of the transactions contemplated by this Agreement or by the Ancillary Agreements to be rescinded following consummation, (C) affect materially adversely the right of Xxxxx Enterprises to own the Turecamo Stock, the Xxxxx Stock or the stock of any of the Subsidiaries of Xxxxx and to control any of the Turecamo Entities, Xxxxx, Xxxxx Enterprises or any Subsidiaries of Xxxxx (or any of their respective assets), (D) affect materially adversely the right of any of the Turecamo Entities, Xxxxx or any Subsidiaries of Xxxxx or Xxxxx Enterprises to own its assets and to operate its businesses, or (E) be materially burdensome to Xxxxx Enterprises or any of its Subsidiaries or any of the Turecamo Entities; (v) no court or quasi-judicial or administrative agency of any federalaction, state, localsuit, or foreign jurisdiction proceeding shall be pending or, to the Knowledge of the Parties, threatened before any Governmental Authority or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this AgreementAgreement or by the Ancillary Agreements, (B) cause any of the transactions contemplated by this Agreement or by the Ancillary Agreements to be rescinded following consummation, (C) affect materially adversely the right of the Cybear Surviving Corporation Xxxxx Enterprises to own the former assetsTurecamo Stock, to operate the former businesses, Xxxxx Stock or the stock of any of the Subsidiaries of Xxxxx and to control any of the former Turecamo Entities, Xxxxx, or any Subsidiaries of CybearXxxxx (or any of their respective assets), or (D) affect materially adversely the right of any of the former Turecamo Entities, Xxxxx or any Subsidiaries of Cybear Xxxxx or Xxxxx Enterprises to own its assets and to operate its businesses businesses, or (E) be materially burdensome to Xxxxx Enterprises or any of its Subsidiaries or any of the Turecamo Entities (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Cybear the Turecamo Stockholders and the Turecamo Entities shall have delivered to New Andrx a Xxxxx Enterprises certificates of each Turecamo Stockholder (as to such Turecamo Stockholder) and an officers' certificate signed by Xx. Xxxxxx X. Goldman of the Chairman, President and Xxxx Xxxxxxxx Chief Financial Officer (in such capacity and not individually) of each Turecamo Entity to the effect that each of the conditions specified above in Section 7(a)(i)-(v6(a)(i)-(v) is satisfied in all respects; (vii) the S-4 Registration Statement no action shall have become effective under been instituted by the Securities ActDepartment of Justice or Federal Trade Commission or any state attorney general or other state official having jurisdiction challenging or seeking to enjoin the consummation of the transactions contemplated hereby, which action shall not have been withdrawn or terminated; (viii) the New Andrx Common Stock each of Xxxxxxx X. XxXxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxx and Cybear Tracking Common Stock that will be issued Xxxx Xxxxxxxx shall have executed an employment and non-competition agreement in the Mergers shall have been approved for listing on the Nasdaq National Marketform of Exhibits C-1 through C-4, subject to official notice of issuancerespectively, hereto; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx Xxxxx Enterprises shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") & Xxxxxxxx, counsel to the effect that Turecamo Stockholders and the Andrx Merger should constitute a tax-free reorganization pursuant Turecamo Entities, and from Georgia counsel and maritime counsel reasonably acceptable to Code Section 368(a)(1)(A) Xxxxx Enterprises, opinions in form and substance as set forth in Exhibit D attached hereto, addressed to Cybear and AndrxXxxxx Enterprises, and dated as of the Closing Date; (x) Xxxxx Enterprises shall have received, at Xxxxx Enterprises' expense, from environmental consultants, environmental assessments with respect to the present and former businesses and real property (owned and leased) of the Turecamo Entities located in Charleston, South Carolina and Savannah, Georgia, in substance reasonably satisfactory to Xxxxx Enterprises, provided that Xxxxx Enterprises shall not have any drilling or testing performed at such locations without the prior consent of the Turecamo Entities (it being understood that, upon request by the Turecamo Entities, Xxxxx Enterprises shall, prior to Closing, provide updates of the progress of any such assessments); (xi) New Andrx Xxxxx Enterprises shall have received, at Xxxxx Enterprises' expense, from consultants, engineers or employees of Xxxxx Enterprises, assessments with respect to the Turecamo Vessels in substance reasonably satisfactory to Xxxxx Enterprises; (xii) there shall not have been any occurrence, event, incident, action, failure to act, or transaction since the Most Recent Fiscal Year End which has had or is reasonably likely to cause a Turecamo Material Adverse Effect; (xiii) by September 21, 1998, Xxxxx Enterprises shall have completed its business, accounting and Cybear legal due diligence review of the Turecamo Entities and the Turecamo Business, including contacts with key customers, and the results thereof shall be reasonably satisfactory to Xxxxx Enterprises; (xiv) the Turecamo Entities and the lessor of the Leased Real Property located in Savannah, Georgia shall have entered into a new, arms'-length lease reasonably satisfactory in form and substance to Xxxxx Enterprises, and sufficient to evidence such lease of record; (xv) Xxxxx Enterprises shall have received such pay-off letters, termination statements, releases of ship mortgages and other releases to be delivered against repayment by Xxxxx Enterprises of the Indebtedness of the Turecamo Entities as it shall have reasonably requested, all in form and substance satisfactory to the lender(s) to Xxxxx Enterprises (in their sole discretion) and reasonably satisfactory to Xxxxx Enterprises (it being understood that no such pay-off letters, termination statements and releases shall be required to be delivered in the absence of repayment by Xxxxx Enterprises of the relevant underlying Indebtedness of the Turecamo Entities; PROVIDED, HOWEVER, that in no event shall this Section 6(a)(xv) be construed to require repayment by the Turecamo Entities or Xxxxx Enterprises of any guarantees by any of the Turecamo Entities of any Indebtedness or other obligations of the Related Parties, as to which Section 6(a)(xxv) shall apply); (xvi) Xxxxx Enterprises shall have received UCC, judgment lien and tax lien searches with respect to the Turecamo Stockholders and the Turecamo Entities, the results of which indicate no liens on the Turecamo Stock or on the assets of the Turecamo Entities (it being understood that if the results of lien searches reveal liens with respect to Indebtedness of the Turecamo Entities that will be paid off and terminated at Closing (all such Indebtedness listed on Sections (m) and (n) of the Turecamo Disclosure Schedule) or liens which are satisfactory to the lender(s) to Xxxxx Enterprises in their sole discretion, the presence of such liens shall not negate satisfaction of this condition 6(a)(xvi)); (xvii) each of the Turecamo Entities shall have delivered (i) copies of the Certificate of Incorporation of each Turecamo Entity, including all amendments thereto, certified by the Secretary of State of the state of its jurisdiction of incorporation; (ii) certificates from the Secretary of State of the state of its jurisdiction of incorporation to the effect that each Turecamo Entity is in good standing and subsisting in such jurisdiction and listing all charter documents of the Company on file in such state; (iii) a certificate from the Secretary of State or other appropriate official in each state in which each Turecamo Entity is qualified to do business to the effect that each Turecamo Entity is in good standing in such state; and (iv) a certificate as to the Tax Sharing Agreement status of each Turecamo Entity from the appropriate official in the state of its jurisdiction of incorporation and each state in which each Turecamo Entity is qualified to do business, in each case, dated as of a date not more than five days prior to the Closing Date. (xviii) Xxxxx Enterprises shall have obtained on terms and conditions reasonably satisfactory to Xxxxx Enterprises financing in the amount set forth in the draft Commitment Letter, dated July 9, 1998, attached hereto as Exhibit C Schedule 6(a)(xviii). (xix) Columbia Coastal shall have executed and delivered a right of first refusal agreement, in form and substance reasonably satisfactory to Xxxxx Enterprises, pursuant to which Columbia Coastal shall agree that Xxxxx Enterprises and its Subsidiaries shall have a first refusal right to provide all of the tug services requirements of Columbia Coastal on market terms (it being understood that neither Xxxxx Enterprises nor Xxxxx have reviewed the Towage Agreement between Columbia Coastal Transport and Maritime, as executed by Maritime on June 15, 1998 and countersigned by Columbia Coastal Transport on July 27, 1998, and that they do not hereby acknowledge whether such Towage Agreement is reasonably satisfactory and that it is possible that such right of first refusal agreement may amend, supplement, replace or terminate such Towage Agreement); (xx) the relevant parties shall have executed amendments, waivers or terminations of any Contracts listed on Section (o) and Section (v) of the Turecamo Disclosure Schedule in order to ensure that such Contracts are on arms'-length terms or are terminated, as applicable; (xxi) each Turecamo Stockholder and the Escrow Agent (as applicable) shall have executed and delivered the Stockholders Agreement, the Cash Escrow Agreement and the Stock Escrow Agreement and each Turecamo Stockholder (and each spouse thereof who is an employee of a Turecamo Entity), Columbia Coastal, Turecamo Properties, Ltd. and a newly formed Turecamo entity (the "Tax Sharing DISTRIBUTION ENTITY", and together with each Turecamo Stockholder, Columbia Coastal, and Turecamo Properties, Ltd., the "RELATED PARTIES") shall have executed a Release in the form of Exhibit E attached hereto; (xxii) the Restated Certificate shall have been accepted for filing by the Secretary of State of the State of Delaware; (xxiii) the Balance Sheet Distributions shall have been effected in a manner and pursuant to the agreements (collectively, the "DISTRIBUTION AGREEMENT") reasonably satisfactory to Xxxxx Enterprises, including that the assets being distributed are accepted by the Distribution Entity, subject to all Liabilities associated therewith; (xxiv) Xxxxx Enterprises shall be reasonably satisfied that neither Xxxxx Enterprises nor any of the Turecamo Entities will be subject to or responsible for any Excluded Liabilities (it being understood that, upon request by the Turecamo Entities, Xxxxx Enterprises shall, prior to Closing, provide updates as to the progress of any analysis of the Excluded Liabilities); (xxv) the relevant Related Parties, the Turecamo Entities and the relevant lending institutions or counterparties shall have executed and delivered releases or terminations, at no cost to the Turecamo Entities or to Xxxxx Enterprises, with respect to all guarantees of Indebtedness or other obligations of the Related Parties by the Turecamo Entities; (xxvi) all agreements between the Related Parties and the Turecamo Entities or among the Related Parties, the Turecamo Entities and any third party (other than agreements delivered at the Closing or agreements for the provision of services at arms-length terms or pursuant to the agreement referred to in clause (xix) above) shall have been terminated; (xxvii) Xxxxx Enterprises and the Turecamo Entities shall have received written confirmation, in form and substance reasonably satisfactory to Xxxxx Enterprises, from Columbia Coastal that the Turecamo Entities do not owe any amounts to Columbia Coastal as of the Closing, except for amounts that may be owed to Columbia Coastal in connection with the claims or litigation disclosed on Exhibit A to the Release by Columbia Coastal attached as Exhibit E hereto; (xxviii) the White Stack Stockholders' Agreement", dated December, 1983, among the Turecamo Stockholders, shall have been terminated; (xxix) any advance to Xxxx Xxxxxxxx, Xx. or any Related Party shall have been paid in full, or arrangements for the payment in full of such amount at the Closing shall have otherwise been made; (xxx) Xxxxx Enterprises shall have received acknowledgement from the Turecamo Entities that the insurance policies listed in Section (q) of the Turecamo Disclosure Schedule will continue in full force and effect after giving effect to the transactions contemplated hereby (or, in the case of Protection and Indemnity and Hull insurance, substantially equivalent replacement coverage reasonably satisfactory to Xxxxx Enterprises shall be in effect); and (xiixxxi) all actions to be taken by Cybear the Turecamo Stockholders and the Turecamo Entities in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New AndrxXxxxx Enterprises. New Andrx, Andrx Xxxxx Enterprises and the Merger Subs Xxxxx Stockholders may waive any condition specified in this Section 6(a) if it executes they execute a writing written instrument so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS7.01 Conditions to Obligations of the Buyer and Family Golf. The obligation respective obligations of New Andrx, Andrx the Buyer and the Merger Subs Family Golf to consummate the transactions to be performed contemplated by it in connection with the Closing is this Agreement are subject to satisfaction (or, where legally permissible, waiver by the Buyer and Family Golf) at or prior to the Closing Date of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iiia) the representations and warranties set forth in Section 3 3.01 and Article IV above (taken collectively and individually) shall be true and correct in all material respects at and as of the Closing Date, as though made again at and as of such date, without giving effect to any amendment to the Disclosure Schedule delivered to the Buyer after the date of this Agreement (provided, however, that this subsection 7.01(a) shall not apply to any representations or warranties made with respect to any of RMSC, RMC or RMS or their respective businesses, financial conditions, assets, tax positions or any other matters affecting any of such corporation(s)); (ivb) Cybear since the date of this Agreement, there shall have been no Material Adverse Effect; (c) the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (vd) the Seller shall have obtained, or shall have caused SkateNation to obtain, (i) all of the third party consents specified in Section 5.02 above (subject to the exceptions noted in such Section) and provided written evidence of receipt of such consents in form reasonably satisfactory to Buyer and (ii) all datedown endorsements or title reports or commitments to Title Insurance Policies specified in Section 5.10 above; (e) no action, suit, or proceeding shall be pending before any court or quasi-quasi- judicial or administrative agency of any federal, state, local, Governmental Authority or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would, and no statute, ordinance, rule, regulation or other law shall have been enacted or promulgated by any federal, state, local or foreign government or Governmental Authority which would would, (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause require any of the transactions contemplated by this Agreement to be rescinded following consummation, (Ciii) affect adversely the right of the Cybear Surviving Corporation Buyer to own the former assets, to operate the former businessesown, and to exercise all privileges of ownership of, the Purchased Shares and to control the former Subsidiaries of CybearSkateNation and its Subsidiaries, or (Div) affect adversely have a material adverse effect on the right of any of the former SkateNation and its Subsidiaries of Cybear to own its their assets and to operate its their businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vif) Cybear the Seller shall have delivered to New Andrx the Buyer and Family Golf a certificate signed certificate, dated the Closing Date and executed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx an officer of Seller on behalf of the Seller, to the effect that each of the conditions specified above in Section 7(a)(i)-(v7.01(a) through (e) is satisfied in all respectssatisfied; (viig) all applicable waiting periods (and any extensions thereof) under the S-4 Registration Statement Xxxx- Xxxxx-Xxxxxx Act shall have become effective under expired or otherwise been terminated, and the Securities ActParties and SkateNation shall have received all other authorizations, consents, and approvals of, and all requisite notices shall have been given to, the Governmental Authorities referred to in Sections 3.01(b), 3.01(c), 3.02(b), 3.02(c), 4.04 and 5.02(b) above; (viiih) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers The Seller's Secretary shall have been approved for listing on executed and delivered to the Nasdaq National MarketBuyer a certificate in form and substance as set forth in Exhibit D attached hereto regarding the charter, subject to official notice and by-laws of issuancethe Seller, authorizing resolutions adopted by the Seller's Board of Directors, and incumbency of signing officers; (ixi) This Agreement and the Andrx Merger Seller shall have received delivered to the Required Andrx Stockholder VoteBuyer long form good standing certificates in respect of Seller and SkateNation issued by the Secretary of State of Delaware, and a certificate of good standing issued by the Secretary of State of each state in which SkateNation is qualified to do business as a foreign corporation; (xj) Andrx the Seller shall have delivered to the Buyer a good standing certificate in respect of each of SkateNation's Subsidiaries issued by the Secretary of State of their respective jurisdictions of organization and of each state in which each such Subsidiary is qualified to do business as a foreign limited liability company or corporation; (k) the Buyer shall have received from Xxxxxx Xxxxxxxx LLP counsel to the Seller an opinion (the "Andrx Closing Tax Opinion") in form and substance as set forth in Exhibit E attached hereto, addressed to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear Buyer and AndrxFamily Golf, and dated as of the Closing Date; (xil) New Andrx and Cybear the Buyer shall have entered into received the Tax Sharing Agreement resignations, effective as of the Closing Date, of each director and officer of SkateNation other than those whom the Buyer shall have specified to the Seller in writing at least five Business Days prior to the Closing; (m) the Buyer shall have received from Seller an affidavit in form and substance as set forth in Exhibit F attached hereto regarding Seller's status as Exhibit C (the "Tax Sharing Agreement"); anda non-foreign corporation; (xiin) all actions to be taken by Cybear the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will shall have been reviewed by and be reasonably satisfactory in form and substance to New AndrxXxxxx & Xxxxx, LLP, counsel for the Buyer and Family Golf; and (o) Seller shall have delivered to Buyer an unaudited consolidated balance sheet and statements of operations for SkateNation and its Subsidiaries as of and for the one month period ending on the Effective Date (the "Effective Date Financial Statements") together with a certificate containing representations as to such financial statements that are substantially similar to the representations with respect to the unaudited financial statements set forth in Section 4.08 hereof. New Andrx, Andrx The Buyer and the Merger Subs Family Golf may waive any condition specified in this Section 6(a) 7.01 if it executes they execute a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Buyer's Obligation. The Buyer's obligation of New Andrx, Andrx and the Merger Subs to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: : (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; ; (ivii) Cybear Parent shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; ; (viii) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect adversely the right of the Cybear Surviving Corporation Buyer to own the former assets, to operate the former businesses, Target Interests and to control the former Subsidiaries of CybearTarget, or (D) materially and adversely affect adversely the right of any of the former Subsidiaries of Cybear Target to own its assets and to operate its businesses business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); ; (viiv) Cybear Parent shall have delivered to New Andrx Buyer a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v7(a)(i)-(iii) is satisfied in all respects; ; (viiv) the S-4 Registration Statement Parties shall have become effective under the Securities Act; received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (viiivi) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger Buyer shall have received the Required Andrx Stockholder Vote; resignations, effective as of the Closing, of each director or manager and officer of Target; (xvii) Andrx Buyer shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect evidence that the Andrx Merger should constitute a tax-free reorganization pursuant Lawriter and the Casemaker trademarks now being used by Target are owned and titled to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; Target; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xiiviii) all actions to be taken by Cybear Parent in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New AndrxBuyer; (ix) Parent shall have delivered to Buyer a copy of the certificate of formation, including all amendments to date, of Target, certified on or soon before the Closing Date by the Secretary of State of the jurisdiction of Target’s formation; Page 19 Exhibit 11.1 (x) Parent shall have delivered to Buyer copies of the certificate of existence of Target, issued on or soon before the Closing Date by the Secretary of State of the jurisdiction of Target’s organization; (xi) Pursuant to Section 11(d) of the 2008 Purchase Agreement, Sellers shall have consented in writing to the transactions contemplated under this Agreement, including the assumption by Buyer of those liabilities of Parent to Sellers under Section 2(b)(ii) hereof; (xii) That certain Contract of Sale by and among Parent, Target and Lawcorp dated as of April 1, 2009 shall have been fully performed by Parent and Target, and all rights of the parties released thereto; (xiii) Parent or Target shall have satisfied in full all outstanding payment obligations of Target for legal services owed to Xxxxxx, Xxxxxx and Xxxxxxx, LLC related to the defense of the JuriSearch litigation; (xiv) Buyer, Target and OSBA shall have entered into an Escrow Agreement securing those OSBA obligations assumed by Buyer from Parent pursuant to Section 2(b)(ii) hereof; (xv) [Intentionally left blank] (xvi) Parent and Target shall have entered into a License Agreement for the Parent Assets; (xvii) That certain license agreement with VersusLaw shall have been assigned by Parent to Target; (xviii) Target shall have been released of any and all of its obligations to Alpha Capital Anstalt (“Anstalt”), including, without limitation, that certain Guaranty and Security Agreement entered into by and among Target, Anstalt and others dated March 4, 2009; (xix) Target shall have been released of any and all of its obligations to the Sellers under the 2008 Purchase Agreement, except for the Security Agreement; (xx) All intercompany liabilities between Target and Parent will be converted to capital contributions or otherwise released, including but not limited to, those certain loans in the approximate aggregate amount of $100,000.00 made by Parent to Target; (xxi) Buyer shall have approved that certain schedule of payments and flow of funds submitted by Parent to Buyer; and (xxii) Parent shall have made such other deliveries as are described as being its responsibility in Section 2(e) above. New Andrx, Andrx and the Merger Subs Buyer may waive any condition specified in this Section 6(a7(a) if it executes a writing so stating at or prior to the Closing, except where such condition may . (b) Conditions to Parent’s Obligation. Parent’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; Page 20 Exhibit 11.1 (iii) there shall not be waived any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (iv) Buyer shall have delivered to Parent a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (v) the Parties, Target, and its Subsidiaries shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (vii) all actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Parent; (viii) the dismissal with prejudice by JuriSearch of that certain lawsuit brought by JuriSearch against Target and Parent and the execution of a release by JuriSearch of any and all claims relating thereto; and (ix) Buyer shall have made such other deliveries as are described as being its responsibility in Section 2(e) above. Parent may waive any condition specified in this Section 7(b) if it executes a matter writing so stating at or prior to the Closing. Section 8. Remedies for Breaches of lawThis Agreement. (a) Survival of Representations and Warranties. All of the representations and warranties of Parent contained in Section 4 above shall survive the Closing hereunder (unless Buyer knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing) and continue in full force and effect for a period of twenty four (24) months thereafter. All of the representations and warranties of the Parties contained in Section 3 above shall survive the Closing (unless the damaged Party knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing) and continue in full force and effect forever thereafter (subject to any applicable statutes of limitations).

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of Parent and the Parent Subsidiary. The obligation of New Andrx, Andrx each of Parent and the Merger Subs Parent Subsidiary to consummate the transactions to be performed by it in connection with the Closing Merger is subject to satisfaction or waiver by Parent or Parent Subsidiary of the following conditionsconditions at or prior to the Closing Date: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Requisite Stockholder VoteApproval; (ii) Cybear the Target and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b3(c) above; (iii) the representations and warranties set forth in Section 3 and Section 4 above shall be true and correct in all material respects at and as of the Closing Date; (iv) Cybear the Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (v) no court neither any Law or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or arbitrator Governmental Order shall have be enacted, issued, promulgated, entered, enforced or entered deemed applicable to the Merger nor any injunction, judgment, order, decree, ruling, or charge which would other action shall have been taken by any Governmental Entity (A) prevent that prohibits the consummation of any of the transactions contemplated by this Agreement, ; (B) cause that prohibits Parent's or the Parent Subsidiary's ownership or operation of all or any portion of their or the Target's business or assets, or which compels Parent or the Parent Subsidiary to dispose of or hold separate all or any portion of Parent's or the Parent Subsidiary's or the Target's business or assets as a result of the transactions contemplated by this Agreement to be rescinded following consummation, Agreement; (C) affect adversely that makes the right purchase of, or payment for, some or all of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, or Target Shares illegal; (D) affect adversely that imposes limitations on the ability of Parent or the Parent Subsidiary to acquire or hold or to exercise effectively all rights of ownership of Target Shares, including, without limitation, the right to vote any Target Shares purchased by Parent on all matters properly presented to the Stockholders; or (E) that imposes any limitations on the ability of Parent or the Parent Subsidiary, or any of their respective Subsidiaries, effectively to control in any respect the former Subsidiaries business or operations of Cybear to own the Target or any of its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Subsidiaries; (vi) Cybear the Target shall have delivered to New Andrx Parent and the Parent Subsidiary a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v6(a)(i) - 6(a)(v) is satisfied in all respects; (vii) all applicable waiting periods (and any extensions thereof) under the S-4 Registration Statement Hart-Scott-Rodino Act shall have become effective under the Securities Actexpired or otherwisx xxxx xxxxxxxxxx; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement Parent and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx Parent Subsidiary shall have received from Xxxxxx Xxxxxxxx LLP counsel to the Target an opinion (the "Andrx Closing Tax Opinion") in form and substance as set forth in Exhibit I attached hereto, addressed to the effect that Parent and the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and AndrxParent Subsidiary, and dated as of the Closing Date; (ix) the Parent and the Parent Subsidiary shall have received from counsel to the Target that is reasonably acceptable to Parent and its counsel an opinion concerning regulatory matters in form and substance reasonably acceptable to Parent and its counsel, addressed to the Parent and the Parent Subsidiary, and dated as of the Closing Date; (x) the Parent and the Parent Subsidiary shall have received the resignations, effective as of the Closing, of each director and officer of the Target and its Subsidiaries other than those whom the Parent shall have specified in writing at least five business days prior to the Closing; (xi) New Andrx Target and Cybear Kenneth G. Baritz shall have entered into delivered to Parent anx xxx Xxxxxx Xxxxidiary an executed counterpart of the Tax Sharing Escrow Agreement; (xii) each of the Employment Agreements shall be in full force and effect; (xiii) the Parent shall have received the Parent Fairness Opinion; (xiv) the Parent shall have procured all of the third party consents specified in Section 55(c) above; (xv) the MCG Agreement attached hereto as Exhibit C shall be in full force and effect; (xvi) the "Tax Sharing Agreement")Indemnification Agreement shall be in full force and effect; and (xiixvii) all actions to be taken by Cybear the Target in connection with consummation of the transactions contemplated hereby by this Agreement and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby herein will be reasonably satisfactory in form and substance to New Andrx. New Andrx, Andrx the Parent and the Merger Subs Parent Subsidiary. Subject to the provisions of applicable law, Parent and the Parent Subsidiary may waive waive, in whole or in part, any condition specified in this Section 6(a) if it executes they execute a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS7.1 Conditions to Obligation of the Parent and Merger Sub. The obligation obligations of New Andrx, Andrx the Parent and the Merger Subs Sub to consummate the transactions to be performed by it each in connection with the Closing is are subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iiia) the representations and warranties set forth in Section 3 above shall of this Agreement will be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which case such representations and warranties will be true and correct in all respects at and as of the Closing Date; (ivb) Cybear shall the Target and Principal Stockholders will have performed and complied with all of his, her or its covenants hereunder contained in this Agreement in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as "material" and "Material Adverse Effect," in which case such covenants will be performed and complied with in all respects at and as of the Closing Date; (vc) the Target will have procured all of the necessary third party consents, authorizations and approvals, all of which must be final and non-appealable; (d) no court action, suit or quasi-judicial proceeding will be pending or administrative agency of threatened before any federal, state, local, or foreign jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any Governmental Authority in which an unfavorable injunction, judgment, order, decree, ruling, ruling or charge which would would: (Ai) prevent consummation of any of the transactions contemplated by this Agreement, ; (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, ; (Ciii) affect adversely the right of the Cybear Surviving Corporation Parent to own the former assets, to operate the former businesses, Target Stock and to control the former Subsidiaries of Cybear, Target; or (Div) affect adversely the right of any of the former Subsidiaries of Cybear Target to own its assets and to operate its businesses business (and no such injunction, judgment, order, decree, ruling, ruling or charge shall will be in effect); (vie) Cybear shall each of the Target and Principal Stockholders will have executed and delivered to New Andrx the Parent a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in this Section 7(a)(i)-(v7.1(a) to (d) is satisfied in all respects; (viif) the S-4 Registration Statement shall Parties will have become effective under the Securities Actreceived all other necessary authorizations, consents and approvals of any Governmental Authority, all of which must be final and non-appealable; (viiig) the New Andrx Common Stock Target will have entered into the Escrow Agreement, which must be in full force and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuanceeffect; (ixh) This Agreement the Target will have entered into the Paying Agent Agreement, which must be in full force and the Andrx Merger shall have received the Required Andrx Stockholder Voteeffect; (xi) Andrx shall the Target will have delivered to the Parent written resignations from all of the incumbent officers, directors or persons holding similar positions of the Target; (j) the Parent will have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") outside counsel to the effect that Target (but not the Andrx Merger should constitute Principal Stockholders) a tax-free reorganization pursuant to Code Section 368(a)(1)(A) legal opinion substantially in the form of the attached Exhibit E, addressed to Cybear and Andrxthe Parent, and dated as of the Closing Date; (xik) New Andrx each of the Principal Stockholders will have delivered a certificate of incumbency, dated as of the Closing Date, as to the officers and Cybear shall other personnel of such Principal Stockholders executing this Agreement and any certificate, instrument or document to be delivered by such Principal Stockholders at the Closing; (l) each of the Target and Principal Stockholders will have entered into delivered a certified copy of corporate resolutions authorizing the Tax Sharing execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; (m) there will not have occurred any Material Adverse Effect with respect to the Target; (n) this Agreement and the Merger will have received the requisite approval from the holders of Target Stock; (o) all outstanding options, warrants and any other similar rights to purchase shares of the capital stock of Target will have been cancelled without payment; (p) the Target will have delivered to the Parent a properly executed statement and corresponding notice to the Internal Revenue Service dated as of the Closing Date in a form reasonably acceptable to the Parent so that the holders of the Target Stock are exempt from withholding under Treasury Regulation Section 1.1445-2(c)(3); (q) the Target will have delivered a certified copy of resolutions of the board of directors of the Target substantially in the form of the attached hereto Exhibit F, authorizing the freezing of participation and contributions to the Target's 401(k) Plan; (r) the Target and Principal Stockholders will have delivered such other documents and instruments as Exhibit C (are reasonably necessary or appropriate to effect the "Tax Sharing Agreement")consummation of the contemplated transactions or that may be required under any Laws or any agreements to which the Target is a party; and (xiis) all actions to be taken by Cybear the Target and Principal Stockholders in connection with consummation of the contemplated transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the these transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrxthe Parent. New Andrx, Andrx and the Merger Subs The Parent may waive any condition specified in this Section 6(a) if it executes 7.1 by providing a writing so stating written waiver at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the MLP Parties. The obligation of New Andrx, Andrx and each of the Merger Subs MLP Parties to consummate the transactions to be performed by it such MLP Party in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth of VPC contained in Section 3 above shall SECTIONS 3(a) and 4 must be true and correct in all material respects at and (without, for purposes of determining whether or not this condition is satisfied as of the Closing, giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value, except with respect to (A) the representations and warranties in SECTION 4(b)(ii) and (B) the representations and warranties in SECTION 4(C)(iii), for which in each such case qualifications as to Knowledge shall be given effect) as of the date of this Agreement and at Closing Date(except for those which refer to a specific date, which must be true and correct as of such date); (ivii) Cybear shall VPC must have performed and complied with all of its covenants hereunder in all material respects with its covenants hereunder through the Closing (without, for purposes of determining whether or not this condition is satisfied as of the Closing, giving effect to any supplement to the Schedules, any qualification as to materiality, Material Adverse Effect, Knowledge, awareness or concepts of similar import, or any qualification or limitation as to monetary amount or value); (viii) no court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered there must not be any injunction, judgment, order, decree, ruling, or charge which would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement or any suit or action pending by a Governmental Authority to enjoin the consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viiv) Cybear the MLP Parties must have obtained all material Governmental Authority and third party consents, including any material consents specified in SECTION 3(b)(II) and including the consents required by the corresponding Schedule and the 30-day waiting period under the HSR Act shall have expired or been terminated prior to the expiration thereof and all other approvals required under the HSR Act shall have been issued; (v) VPC must have delivered to New Andrx the MLP Parties a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(vSECTIONS 7(a)(i) - (iv) is satisfied in all respects; (vi) the MLP and a group of underwriters must have executed and delivered an Underwriting Agreement (the "Underwriting Agreement") with respect to a public offering of common units representing limited partner interests in the MLP with an aggregate offering amount of up to $200 million (not including the underwriters' over-allotment option) and the closing of the transactions contemplated therein must have occurred; (vii) one or more of the S-4 Registration Statement shall MLP Parties and a group of note purchasers must have become effective under executed and delivered a Note Purchase Agreement with respect to the Securities ActPrivate Placement with an aggregate principal amount of up to $250 million (the "Note Purchase Agreement") and the closing of the transactions contemplated thereby must have occurred; (viii) one or more of the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers MLP Parties shall have been approved entered into arrangements under the OLP's revolving credit facility to borrow such additional amount as is necessary for listing on the Nasdaq National MarketMLP and OLP to fund the aggregate amount of the Cash Amount, subject the cash amount required under the Contribution Agreements entered into as the date hereof by the MLP Parties with Valero Refining Company-California and with Valero Refining-Texas, L.P. for the contribution of specified feedstock storage tanks as identified therein, the additional cash amount required for the Redemption as well as the aggregate transaction costs with respect to official notice all transactions contemplated above (expected to be approximately $2 million), and the closing of issuancethe borrowing transaction must have occurred; (ix) This the MLP Parties must have duly and validly authorized the terms of the Underwriting Agreement, the Note Purchase Agreement and the Andrx Merger shall have received borrowing by the Required Andrx Stockholder VoteOLP as contemplated in clauses (vi), (vii) and (viii) above; (x) Andrx shall the proceeds of the equity and debt financing for the transactions contemplated hereby as outlined in clauses (vi), (vii) and (viii) above must have been received from Xxxxxx Xxxxxxxx LLP an opinion (by the "Andrx Closing Tax Opinion") to MLP Parties on terms substantially the effect that same as authorized by the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date;MLP Parties; and (xi) New Andrx the MLP's public offering of its common units and Cybear shall the Redemption, on an aggregate basis, must have entered into caused the Tax Sharing Agreement attached hereto as Exhibit C (aggregate ownership interest of Valero Energy in the "Tax Sharing Agreement"); and (xii) all actions MLP to be taken by Cybear in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx49.5% or less. New Andrx, Andrx and the Merger Subs The MLP Parties may waive any condition specified in this Section 6(aSECTION 7(a) if it Xxxxxx XX, on behalf of all of the MLP Parties, executes a writing so stating at or prior to before the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to TACC’s Obligation. The obligation of New Andrx, Andrx and the Merger Subs TACC to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date; (ivii) Cybear Inventors shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case Inventors shall have performed and complied with all of such covenants in all respects through the Closing; (viii) Inventors shall have, if necessary, procured all of the third-party consents specified in Sections 5(b) above; (iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and, (C) adversely affect adversely the right of TACC to acquire the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Acquired Assets; (vi) Cybear shall have delivered to New Andrx a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v) is satisfied in all respects; (vii) the S-4 Registration Statement shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xiiv) all actions to be taken by Cybear Inventors in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx. New Andrx, Andrx TACC and shall be delivered to TACC on or before the Merger Subs may waive any condition specified in this Section 6(aClosing Date; and (vi) if it executes a writing so stating at or prior Inventors shall have performed all necessary actions to transfer legal title of the Acquired Assets to the Closing, except where such condition may not be waived as a matter name of lawTACC.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of Investor. The obligation of New Andrx, Andrx and the Merger Subs Investor to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction or waiver of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear The Company shall have performed and complied with all of its covenants hereunder in all material respects through the ClosingClosing Date; (viii) The Company and its Subsidiaries shall have procured any third party consents specified in Section 5(b) above and shall deliver to the Investor the following documents, each of which shall be appropriately executed other than by the Investor: (A) a Voting Agreement in the form of Exhibit "B" hereto, and (B) an opinion of the Company's legal counsel, Pxxxxxx Xxxxx & Lxxxxxx, in the form of Exhibit "C" hereto; (iv) no action, suit, or proceeding shall have been instituted before any court or quasi-judicial or administrative agency of any national, federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Cybear The Company shall have delivered to New Andrx Investor a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that (A) each of the conditions specified above in Section 7(a)(i)-(v8(a)(i)-(iv) is (other than the deliveries under Section 8(a)(iii)) are satisfied in all respects; , and (viiB) the S-4 Registration Statement shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice Company is not aware of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") any material modifications to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant Most Recent Financial Statements necessary to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement")make those statements not false or misleading; and (xiivi) all actions to be taken by Cybear in connection with consummation of applicable waiting periods (and any extensions thereof) under applicable law shall have expired or otherwise been terminated and the transactions contemplated hereby Company and its Subsidiaries shall have received all certificatesother authorizations, opinions, instrumentsconsents, and other documents required approvals of governments and governmental agencies referred to effect in Section 5(b) relating to the transactions contemplated hereby will be reasonably satisfactory in form Company and substance to New Andrxits Subsidiaries. New Andrx, Andrx and the Merger Subs The Investor may waive any condition specified in this Section 6(a8(a) if it executes a writing so stating at or prior to the Closing. At the Closing, except where such condition may not be waived as a matter assuming the satisfaction, or waiver by the Investor, of lawthe conditions set forth in this Section 8(a), the Investor shall deliver to the Company the Purchase Price.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the Purchaser. The obligation of New Andrx, Andrx and the Merger Subs Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries Seller shall have procured all of the material third party consents specified necessary in Section 6(b) aboveorder to consummate the transactions described herein; (iiiii) the representations and warranties set forth in Section 3 above no action, suit, or proceeding shall be true and correct in all material respects at and as of the Closing Date; (iv) Cybear shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (v) no pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely have a material adverse effect on the right of the Cybear Surviving Corporation Purchaser to own the former assets, to Purchased Assets and operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Rollover Business; (viiii) Cybear the Purchaser shall have delivered received all material authorizations, consents, and approvals of governments and governmental agencies necessary in order to New Andrx a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to consummate the effect that each of the conditions specified above in Section 7(a)(i)-(v) is satisfied in all respectstransactions described herein; (viiiv) an opinion of legal counsel for the S-4 Registration Statement shall have become effective under Seller and the Securities ActShareholders in substantially the form set forth in Exhibit G attached hereto; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xiiv) all actions to be taken by Cybear the Seller and the Shareholder in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrxthe Purchaser; and (vi) the Purchaser, acting in good faith, shall be reasonably satisfied with the results of its continuing business, legal, environmental, and accounting due diligence, including, without limitation, its review or evaluation of any matter addressed in any section of the Disclosure Schedule regarding the Company. New Andrx, Andrx and the Merger Subs The Purchaser may waive any condition specified in this Section 6(a5(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS. The Conditions to Buyer's ObligationBuyer's obligation of New Andrx, Andrx and the Merger Subs to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date; (ivii) Cybear Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as "material" and "Material Adverse Effect," in which case Sellers shall have performed and complied with all of such covenants in all respects through the Closing; (viii) no action, suit or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, local or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, ruling or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation Buyer to own the former assets, to operate the former businesses, Target Shares and to control the former Subsidiaries of Cybear, Target or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and Target to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viiv) Cybear Seller shall have delivered to New Andrx Buyer a certificate signed (in form and substance reasonably acceptable to Buyer) (A) to the effect that each of the conditions specified above in Sections 7(a)(i), (ii) and (iii) is satisfied in all respects and (B) containing with respect to the documents referred to in Sections 5(h), (i), (j), (k), (l), (m), (n) and (o) representations and warranties similar to those set out in the last two sentences of Section 3(s) above. (v) Buyer shall have received (and Seller shall procure) the resignations, effective as of the Closing, of each director and officer of Target other than those whom Buyer shall have specified in writing at least five business days prior to the Closing; (vi) each of Eric Berkobin and Paul Raley shall continue to be employed by XxTarget xx xxxxx xxxxonablx xxxxxxxxtory to Buyer as of the Closing; (vii) Seller shall have delivered to Buyer copies of the certificate of incorporation of Target certified on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of Target's incorporation; (viii) Seller shall have delivered to Buyer copies of the certificate of good standing of Target issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such Person's organization and of each jurisdiction in which each such Person is qualified to do business; and (ix) Seller shall have delivered to Buyer a certificate of the secretary or an assistant secretary of Target, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (A) no amendments to the Certificate of Incorporation (or formation) of such Person since the date specified in clause (xii) above; (B) the bylaws (or other governing documents) of such Person; and (C) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of such Person relating to this Agreement and the transactions contemplated hereby. (x) Seller shall have obtained the consent of its Lenders and appropriate UCC releases. Xxxxxx X. Goldman Buyer may, in its sole discretion, waive in writing any condition specified in this Section 7(a). (b) Conditions to Sellers' ObligationThe obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and Xxxx Xxxxxxxx warranties set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as "material" and "Material Adverse Effect," in which case Buyer shall have performed and complied with all of such covenants in all respects through the Closing; (iii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any 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); and (iv) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in Section 7(a)(i)-(v7(b)(i), (ii) and (iii) is satisfied in all respects; (viiv) the S-4 Registration Statement shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger Seller shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) all actions to be taken by Cybear in connection with consummation consent of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx. New Andrx, Andrx and the Merger Subs may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of lawits Lenders.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Parent's Obligation. The obligation of New Andrx, Andrx and the Merger Subs Parent to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Requisite Company Stockholder VoteApproval; (ii) Cybear Company and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b5(b) above; (iii) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which case such representations and warranties shall be true and correct in all respects at and as of the Closing Date; (iv) Cybear Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as "material" and "Material Adverse Effect," in which case Company shall have performed and complied with all of such covenants in all respects through the Closing; (v) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of CybearCompany, or (D) affect adversely the right of any of the former Subsidiaries of Cybear Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Cybear Company shall have delivered to New Andrx Parent a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v6(a)(i)-(v) is satisfied in all respects; (vii) the S-4 Registration Statement Company shall have become effective received subscriptions under the Securities ActCompany SPA for gross proceeds of at least $2,010,000; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers Company shall have been approved delivered $300,000 to Xxxxx X. Xxxxxxx, and Parent shall have issued 300,000 shares of its common stock, to Xxxxx X. Xxxxxxx effective as of the Closing, as and for listing on the Nasdaq National Markethis unconditional indemnity to Company, subject to official notice of issuance;its officers and directors as forth below in paragraph 8 (n). (ix) This Agreement all applicable waiting periods (and any extensions thereof) under the securities laws shall have expired or otherwise been terminated and the Andrx Merger Parties shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrxall other authorizations, consents, and dated the Closing Date; (xi) New Andrx approvals of governments and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement")governmental agencies referred to in Section 3 and Section 4 above; and (xiix) all actions to be taken by Cybear Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New AndrxParent. New Andrx, Andrx and the Merger Subs Parent may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the Purchaser. The obligation of New Andrx, Andrx and the Merger Subs Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 above that are qualified as to their materiality shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects at and as of the Closing DateDate (as though made then and as though the Closing Date were substituted for the date of this Agreement); (ivii) Cybear the Sellers and the Company shall have performed and complied with all of its their respective covenants hereunder in all material respects through the Closing; (viii) no court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or arbitrator there shall have enacted, issued, promulgated, enforced or entered not be any injunction, judgment, order, decree, ruling, ruling or charge which would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause and no action, suit, claim or proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Agreement; (viiv) Cybear each of the Sellers shall have delivered to New Andrx the Purchaser a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v9(a)(i) is and (ii), as they pertain to each Seller, have been satisfied in all respects; (viiv) the S-4 Registration Statement Sellers shall have become effective under delivered to the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") Purchaser a certificate to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant conditions specified above in Section 9(a)(i) and (ii), as they pertain to Code Section 368(a)(1)(A) addressed to Cybear and Andrxthe Company, and dated the Closing Datehave been satisfied in all respects; (xivi) New Andrx all applicable waiting periods (and Cybear any extensions thereof) under the Hart-Scott-Rodino Act shall xxxx xxxxxxx xx xtherwise been terminated; (vii) the Sellers shall have entered into delivered to the Tax Sharing Agreement attached hereto as Exhibit C (Purchaser all of the "Tax Sharing Agreement")items under Section 2(f) herein; and (xiiviii) all actions to there shall be taken by Cybear in connection with consummation no payables or receivables between the Sellers and the Company or between Affiliates of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx. New Andrx, Andrx Sellers and the Merger Subs Company. The Purchaser may waive any condition specified in this Section 6(a9(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS. a. Conditions to Obligation of the Purchaser: The obligation of New Andrx, Andrx and -------------------------------------------- the Merger Subs Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) i. the representations and warranties set forth in Section 3 Sec.4 above shall be true and correct in all material respects at and as of the Closing Date; (iv) Cybear ii. the Company and the Shareholders shall have performed and complied with all of its their respective covenants hereunder in all material respects through the Closing; (v) iii. the Company shall have obtained all the necessary third party consents before the Closing Date; iv. no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any injunction, wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect C)affect adversely the right of the Cybear Surviving Corporation Purchaser to own the former assets, to operate the former businesses, Company Shares and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any exercise all rights as a shareholder of the former Subsidiaries of Cybear to own its assets and to operate its businesses Company (and no such injunction, judgment, order, decree, rulingstipulation, injunction, or charge shall be in effect); (vi) Cybear shall have delivered to New Andrx a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v) is satisfied in all respects; (vii) the S-4 Registration Statement shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers v. there shall have been approved for listing on elected to the Nasdaq National MarketBoard of Directors, subject to official notice the following slate of issuancemembers: John French, John Sprxxxxxx, Xxxry X. Xxxxx xxx Xxxxxx Xxxxx; (ixxx. The Shareholders' Agent Agreement, attached as Exhibit 10(p) This Agreement and as described in Section 10(p) shall have been executed and delivered by the Shareholders and the Andrx Merger Shareholders' Agents, as contemplated therein; vii. There shall have received been delivered to Purchaser the Required Andrx Stockholder Votelegal opinion of Egger Betts Austin PLXX, xoxxxxx xxx xxe Shareholders, with respect to the matters set forth in Sections 4(a),(d) and (e); (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) viii. all actions to be taken by Cybear the Company or the Shareholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory satin, factory in form and substance to New Andrxthe Purchaser; and ix. New Andrxthe Purchaser and its agents and representatives shall have had the opportunity to complete a due diligence investigation of the business, Andrx assets, liabilities, properties and financial condition and prospects of the Company and its subsidiaries, including without limitation, a review of the Financial Statements, books and records, products, inventory, customers, suppliers, facilities, employment matters, intellectual property ownership and stock records of the Company, and the Merger Subs Purchaser shall be completely satisfied, in its sole discretion, with the results of its due diligence investigation. The Purchaser may waive any condition specified in this Section 6(aSec. 8(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Each Party's Obligations. The obligation respective obligations of New Andrx, Andrx and the Merger Subs each Party to consummate the transactions to be performed by it in connection with the Closing is contemplated herein are subject to the satisfaction of the following conditions: (i) this This Agreement and the Cybear Merger shall have received been approved by: (A) the Required Cybear Stockholder VoteSeller's Board of Directors, (B) Seller Subs' Board of Directors, (C) the Seller Shareholder, (D) Seller Subs' shareholder, (E) the Buyer's Board of Directors, (F) the Acquisition Sub's Board of Directors and (G) the Acquisition Sub's shareholder; (ii) Cybear and its Subsidiaries shall have procured all No temporary restraining order, preliminary or permanent injunction or other order issued by any court of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (iv) Cybear shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (v) no court or quasi-judicial or administrative agency of any federal, state, local, or foreign competent jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced other legal or entered any injunction, judgment, order, decree, ruling, regulatory restraint or charge which would (A) prevent consummation of any of prohibition preventing the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Cybear shall have delivered to New Andrx a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v) is satisfied in all respects; (vii) the S-4 Registration Statement shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) all actions to be taken by Cybear in connection with consummation of the transactions contemplated hereby and all certificatesherein or limiting or restricting Buyer's or Acquisition Sub's conduct or operation of the business of Buyer and/or Acquisition Sub after the Closing shall have been issued, opinionsnor shall any proceeding brought by any Governmental Entity, instrumentsseeking any of the foregoing be pending; nor shall there have been any action taken, and other documents required or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to effect the sale of the Acquired Assets which makes or would make the consummation of the transactions contemplated hereby will be reasonably satisfactory in form herein illegal; and (iii) The Parties shall have obtained all necessary consents and substance to New Andrx. New Andrxapprovals from all Government Entities and Third Parties, Andrx including, if necessary and the Merger Subs may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior without limitation, ICANN's consent to the Closing, except where such condition may not be waived as a matter transfer from Seller to Buyer of lawSeller's ICANN accreditation under the ICANN Agreement.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS. The obligation of New Andrx, Andrx and the Merger Subs GM to consummate the transactions to be performed by it in connection with the Closing Spin-Off Merger is subject to satisfaction of the following conditions: (ia) no temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of any of the transactions contemplated by this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear been issued and its Subsidiaries remain in effect, and no statute, rule or regulation shall have procured all of been enacted by any Governmental Authority which prevents the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (iv) Cybear shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (v) no court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement; (b) the GM Transactions, including the adoption of this Agreement, shall have received the Requisite Stockholder Approval; (Bc) cause GM shall have received from each of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") and Xxxxxxx Xxxxxxxx Inc ("Salomon Brothers") a written opinion, dated on or about the date of the proxy or consent solicitation statement included in the Registration Statements, addressed to GM's board of directors that, as of such date, on the basis of and subject to the assumptions, limitations and other matters set forth therein, taking into account all relevant aspects of the GM Transactions, the consideration to be provided to GM and its subsidiaries and to the holders of GM $1-2/3 Common Stock and the holders of GM Class H Common Stock in the GM Transactions is fair, from a financial point of view, to the holders of GM $1-2/3 Common Stock and to the holders of GM Class H Common Stock, together with a consent authorizing the inclusion of such opinion in the Registration Statements, and neither of such opinions shall have been withdrawn, revoked or modified; (d) GM shall have received from Xxxxxxx, Xxxxx & Co. a written confirmation, dated on or about the date of the proxy or consent solicitation statement included in the Registration Statements, of its opinion, dated January 16, 1997, to the boards of directors of GM, HEC and Xxxxxx that, as of such date, on the basis of and subject to the assumptions, limitations and other matters set forth therein, the Aggregate Consideration (as defined therein) is fair to the GM Group (as defined therein) as a whole, together with a consent authorizing the use of such opinion and confirmation in connection with the Registration Statements, and neither of such opinion or confirmation shall have been withdrawn, revoked or modified; (e) GM shall have received a ruling from the IRS (the "Ruling"), in form and substance reasonably satisfactory to GM, to the effect that each of (i) the distribution of Xxxxxx Class A Common Stock to GM Class H Stockholders and GM $1-2/3 Stockholders as contemplated by this Agreement and (ii) the Telecom Spin-Off will constitute a tax-free (to the applicable distributing corporation and its stockholders) distribution under Sections 355 and 368(a)(1)(D) of the Code, and GM shall not have been notified by the IRS that the Ruling has been withdrawn, invalidated or modified in any way, and GM shall not have determined in good faith, on the basis of advice of tax counsel, that the representations and assumptions underlying the Ruling are not true and correct in all material respects; (f) GM shall have received a ruling from the IRS (the "Supplemental Ruling"), in form and substance reasonably satisfactory to GM, that the consummation of the transactions contemplated by this Agreement and the consummation of the Xxxxxx Merger will not in any way jeopardize the Tax-Free Status of the EDS Split-Off, and GM shall not have been notified by the IRS that the Supplemental Ruling has been withdrawn, invalidated or modified in any way, and GM shall not have determined in good faith, on the basis of advice of tax counsel, that the representations and assumptions underlying the Supplemental Ruling are not true and correct in all material respects; (g) GM shall have received an opinion from Xxxxxxxx & Xxxxx, in form and substance reasonably satisfactory to be rescinded following consummationGM, to the effect that, on the basis of and subject to the assumptions, representations, limitations and other matters set forth therein, (Ci) affect adversely the right recapitalization of GM Class H Common Stock into GM Class HT Common Stock contemplated hereby will be tax-free to GM and the holders thereof and (ii) each of GM Class H Common Stock and GM Class HT Common Stock is stock of GM for U.S. federal income tax purposes; (h) each of the Cybear Surviving Corporation to own HEC Reorganization and the former assets, to operate Xxxxxx Recapitalization shall have been fully consummated; (i) each of the former businessesSeparation Agreements shall have been fully executed and delivered, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any each of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge same shall be in full force and effect; (j) GM's board of directors shall not have determined in good faith, in the exercise of its fiduciary obligations under applicable law, on the basis of oral or written advice of outside counsel, that consummation of the GM Transactions would not be both in the best interests of GM and its common stockholders and fair to the holders of GM $1-2/3 Common Stock and to the holders of GM Class H Common Stock; (k) all conditions to the Xxxxxx Merger, other than the consummation of the Spin-Off Merger, shall have been satisfied or waived (provided that any such waiver by Xxxxxx shall have been made only with GM's consent) and the parties to the Xxxxxx Merger Agreement shall be prepared to cause the consummation of the Xxxxxx Merger immediately following the Effective Time; (l) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and any applicable similar law of any foreign jurisdiction with respect to the GM Transactions shall have expired or otherwise been terminated and the Parties shall have made all other required notifications with respect to the GM Transactions and shall have received all other required authorizations, consents and approvals with respect to the GM Transactions of all governments and governmental agencies to which GM, its Subsidiaries or the GM Transactions are subject (including, without limitation, those of foreign governments and governmental agencies); (vi) Cybear shall have delivered to New Andrx a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v) is satisfied in all respects; (viim) the S-4 Registration Statement Statements shall have become effective under the Securities ActAct and the Exchange Act and no stop order suspending the effectiveness of any of the Registration Statements shall have been issued and no proceeding for that purpose shall have been initiated by the SEC; (viiin) the New Andrx shares of GM Class HT Common Stock and Cybear Tracking Xxxxxx Class A Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National MarketNew York Stock Exchange, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xiio) all actions to be taken by Cybear the Intercompany Payment shall have been paid in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrxfull. New Andrx, Andrx and the Merger Subs GM may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law3 in its sole discretion.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS. Conditions to Obligation of the Buyers The obligation of New Andrx, Andrx and the Merger Subs Buyers to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 §3(a) above shall be true and correct in all material respects at and as of the Closing Date; (iv) Cybear shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (vii) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation Buyers to own the former assets, to operate the former businesses, Target Shares and to control the former Subsidiaries of CybearTarget and its Subsidiaries, or (D) affect adversely the right of any of the former Target and its Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viiii) Cybear the Seller shall have delivered to New Andrx the Buyers a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v§7(a)(i)-(ii) is satisfied in all respects; (viiiv) the S-4 Registration Statement shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear Parties shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing License Agreement"); and (xiiv) all actions to be taken by Cybear in connection with consummation the Buyers shall have received the resignations, effective as of the transactions contemplated hereby Closing, of each director and all certificates, opinions, instruments, officer of the Target other than one director specified by Seller which director shall hold office for a minimum of one year from the date of closing and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrxthen hold office until Target holds its annual meeting. New Andrx, Andrx and the Merger Subs The Buyers may waive any condition specified in this Section §6(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS. Conditions of Obligation of the Purchaser The obligation of New Andrx, Andrx and the Merger Subs Purchaser to consummate the transactions to be performed by it the Purchaser in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear each of the Pre-Closing Covenants set forth above shall have been satisfied; (iii) the Selling Parties shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; (viv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation Purchaser to own the former assets, to operate the former businesses, Selling Parties Shares and to control the former Subsidiaries of CybearCompany, or (D) affect adversely the right of any of the former Subsidiaries of Cybear Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viviii) Cybear The Purchaser shall have delivered to New Andrx a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to received the effect that each resignations, effective as of the conditions specified above in Section 7(a)(i)-(vClosing Date, of each officer and Director of the Company, currently R. Thomas Kidd and Richard Altmann and the appointment of the designee(x) is satisfied in all respects; (vii) xx xxx Xurchaxxx. Xx xxxxxion, each officer and director shall waive any accrued compensation if any due said officers and directors as of the S-4 Registration Statement closing date. Said resignations shall have become be effective under 10 days after the Purchaser files a Form 14f with the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance;Exchange Commission. (ix) This Agreement and Except as otherwise set forth in this Agreement, there shall not have been any occurrence, event, incident, action, failure to act, or transaction which has had or is reasonably likely to cause a material adverse effect on the Andrx Merger shall have received business, assets, properties, financial condition, results of operations or prospects of the Required Andrx Stockholder VotePurchaser; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (The Purchaser has completed its business, accounting and legal Due Diligence review of the "Andrx Closing Tax Opinion") Company, and the results thereof are completely satisfactory to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing DatePurchaser; (xi) New Andrx and Cybear the Purchaser shall have entered into deliver to selling parties a Certificate of Good Standing of the Tax Sharing Agreement attached hereto as Exhibit C Purchaser issued by the Nevada Secretary of State dated no earlier than sixty (60) days prior to the "Tax Sharing Agreement"); andClosing. (xii) all actions to be taken by Cybear the Selling Parties in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx. New Andrx, Andrx the Purchaser; and the Merger Subs The Purchaser may waive any condition specified in this Section 6(a13(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of lawClosing in writing executed by the Purchaser.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of Investor. The obligation of New Andrx, Andrx and the Merger Subs Investor to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction or waiver of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear The Company shall have performed and complied with all of its covenants hereunder in all material respects through the ClosingClosing Date; (viii) The Company and its Subsidiaries shall have procured any third party consents specified in Section 5(b) above and shall deliver to the Investor the following documents, each of which shall be appropriately executed other than by the Investor: (A) a Voting Agreement in the form of Xxxxxxx "X" xxxxxx, (X) a Certificate of Contingent Interest as described in Section 6(c) in the form of Exhibit "C" hereto; (C) Employment Agreements in the form of Exhibit "D" hereto from each of the Company's executive officers, and (D) an opinion of the Company's legal counsel, Xxxxxxx Xxxxx & Xxxxxxx, in the form of Exhibit "E" hereto; (iv) no action, suit, or proceeding shall have been instituted before any court or quasi-judicial or administrative agency of any national, federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (v) The Company shall have delivered to Investor audited consolidated and audited consolidating balance sheets and statements of income, (C) affect adversely the right of the Cybear Surviving Corporation to own the former assets, to operate the former businesseschanges in stockholders' equity, and to control cash flows as of and for the former Subsidiaries of Cybearseven (7) months ending July 31, or 1997 for the Company (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect"Updated Financial Statements");. (vi) Cybear The Company shall have delivered to New Andrx Investor a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that (A) each of the conditions specified above in Section 7(a)(i)-(v8(a)(i)-(iv) is (other than the deliveries under Section 8(a)(iii)) are satisfied in all respects;, and (B) the Company is not aware of any material modifications to the Updated Financial Statements necessary to make those statements not false or misleading; and (vii) the S-4 Registration Statement all applicable waiting periods (and any extensions thereof) under applicable law shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have expired or otherwise been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement terminated and the Andrx Merger Company and its Subsidiaries shall have received the Required Andrx Stockholder Vote; (xall other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(b) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") relating to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear Company and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) all actions to be taken by Cybear in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrxits Subsidiaries. New Andrx, Andrx and the Merger Subs The Investor may waive any condition specified in this Section 6(a8(a) if it executes a writing so stating at or prior to the Closing. At the Closing, except where such condition may not be waived as a matter assuming the satisfaction, or waiver by the Investor, of lawthe conditions set forth in this Section 8(a), the Investor shall deliver to the Company the Purchase Price.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Purchaser’s Obligation. The Purchaser’s obligation of New Andrx, Andrx and the Merger Subs to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the The representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct in all material respects at and as of the Closing Date, and no breach of the representations and warranties, individually or in the aggregate, will cause a Material Adverse Effect except to the extent that such representations and warranties are qualified by the terms “material” or “Material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (ivii) Cybear Sellers and Company shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the terms “material” or “Material” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case Sellers shall have performed and complied with all of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing; (viii) Company and its Subsidiaries shall have procured all of the third-party consents specified in Section 5(b) above; (iv) no action, suit, or proceeding shall be pending or, to the Knowledge of the Company and its Subsidiaries or any of the Sellers, threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect adversely the right of the Cybear Surviving Corporation Purchaser to own the former assets, to operate the former businesses, Shares and to control the former Subsidiaries of CybearCompany and its Subsidiaries, or (D) adversely affect adversely the right of Company or any of the former its Subsidiaries of Cybear to own its assets and to operate its businesses business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Cybear Sellers and Company shall have delivered to New Andrx Purchaser a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v7(a)(i)-(iv) is satisfied in all respects; (vi) all applicable waiting periods (and any extensions thereof) under the Hxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated and the Parties, Company, and its Subsidiaries shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(ii), and Section 4(c) above; (vii) the S-4 Registration Statement relevant parties shall have become effective under executed the Securities Actamendment relating to the waiver of prepayment penalties in form and substance as set forth in Exhibits C attached hereto and the same shall be in full force and effect; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx Purchaser shall have received from Xxxxxx Xxxxxxxx LLP counsel to Company and Sellers an opinion (the "Andrx Closing Tax Opinion") in form and substance reasonably satisfactory to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and Purchaser dated as of the Closing Date; (xiix) New Andrx and Cybear Purchaser shall have entered into received the Tax Sharing Agreement attached hereto resignations, effective as Exhibit C (of the "Tax Sharing Agreement"); andClosing, of each director of Company and its Subsidiaries other than those whom Purchaser shall have specified in writing prior to the Closing; (xiix) all actions to be taken by Cybear Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will shall be reasonably satisfactory in form and substance to New Andrx. New AndrxPurchaser; (xi) Purchaser shall have obtained, Andrx or received evidence of already existing, title policies and surveys for all Owned Real Property of the Company and its Subsidiaries, in all cases in form and substance reasonably satisfactory to the Purchaser; (xii) Company and its Subsidiaries shall have obtained and delivered to Purchaser a written consent with respect to the transactions contemplated by this Agreement for each of the Leases set forth on Schedule 4(e)(ii) which may require a consent from the other party to the Lease pursuant to the terms thereof, and, if requested by Purchaser’s lender, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Lease (the “Lease Consents”), in form and substance reasonably satisfactory to Purchaser and Purchaser’s lender; (xiii) Company and its Subsidiaries shall have executed mutual releases with each Seller and each director and officer of the Company and Subsidiaries; (xiv) Sellers and the Merger Subs Company shall have delivered to Purchaser a properly executed statement from the Company satisfying the requirements of Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) in a form reasonably acceptable to Purchaser (the “FIRPTA Affidavit”); (xv) no damage or destruction or other change has occurred with respect to any of the Real Property or any portion thereof that, individually or in the aggregate, would materially impair the use or occupancy of the Real Property or the operation of Company’s or its Subsidiaries’ business as currently conducted thereon; (xvi) Company and Subsidiaries shall have delivered to Purchaser copies of the certificate of incorporation or formation, as applicable, certified on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such Person’s incorporation (or formation); (xvii) Company and Sellers shall have delivered to Purchaser copies of the certificate of good standing of each entity Seller, Company, and Company Subsidiary issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such Person’s organization; (xviii) Company and Sellers shall have delivered to Purchaser a certificate of the secretary or an assistant secretary of each of entity Sellers, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, as to: (i) the resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of such Seller authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; and (ii) incumbency and signatures of the officers of such Seller executing this Agreement or any other agreement contemplated by this Agreement; and (xix) The executive officers of the Company or any Subsidiary shall have waived their rights to any payments of compensation or vesting of stock awards or options to the extent that such payment or vesting would result in an excess parachute payment within the meaning of Section 280G of the Code. Purchaser may waive any condition specified in this Section 6(a7(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the Purchaser. The obligation of New Andrx, Andrx and the Merger Subs Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 above that are qualified as to their materiality shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects at and as of the Closing DateDate (as though made then and as though the Closing Date were substituted for the date of this Agreement); (ivii) Cybear the Sellers and the Company shall have performed and complied with all of its their respective covenants hereunder in all material respects through the Closing; (viii) no court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or arbitrator there shall have enacted, issued, promulgated, enforced or entered not be any injunction, judgment, order, decree, ruling, ruling or charge which would (A) prevent in effect preventing consummation of any of the transactions contemplated by this Agreement, (B) cause and no action, suit, claim or proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Agreement; (viiv) Cybear [intentionally omitted]; (v) the Sellers shall have delivered to New Andrx the Purchaser a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v9(a)(i) is and (ii), as they pertain to the Company, have been satisfied in all respects; (vi) all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act shall hxxx xxxxxxx xx xxherwise been terminated; (vii) the S-4 Registration Statement Sellers shall have become effective delivered to the Purchaser all of the items under Section 2(g) herein (other than the Securities Actitem contemplated under Section 2(g)(i)); (viii) there shall be no payables or receivables between the New Andrx Common Stock Sellers and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on Company or between Affiliates of the Nasdaq National Market, subject to official notice of issuanceSellers and the Company; (ix) This Agreement and if applicable, the Andrx Merger Sellers shall have received delivered the Required Andrx Stockholder Vote;spousal consents substantially in the form of Exhibit G hereto; and (x) Andrx the Purchaser Financing contemplated by the Financing Commitment Letter shall have received from Xxxxxx Xxxxxxxx LLP an opinion (been funded in accordance with the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) all actions to be taken by Cybear in connection with consummation terms of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New AndrxFinancing Commitment Letter. New Andrx, Andrx and the Merger Subs The Purchaser may waive any condition specified in this Section 6(a9(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the Purchaser. The obligation of New Andrx, Andrx and the Merger Subs Purchaser to consummate the transactions to be performed by it the Purchaser in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties of Seller and set forth in Section 3 4 above and the Company in Section 5 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear Seller and the Company shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; (viii) Seller and Company, as necessary, shall have procured all of the third party consents required or asked of it in order to effect the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation Purchaser to own the former assets, to operate the former businesses, Shares and to eventually control the former Subsidiaries of CybearCompany, or (D) affect adversely the right of any of the former Subsidiaries of Cybear Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Cybear Seller shall have delivered to New Andrx Purchaser a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that (A) each of the conditions specified above in Section 7(a)(i)-(v11(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has only those Liabilities listed in Exhibit “A” or modified as indicated Schedule A hereto; (vi) Purchaser shall have completed the business, accounting and legal due diligence review of the Company, and the results thereof shall be satisfactory to Purchaser, its officers and directors; (vii) the S-4 Registration Statement Company shall have become effective under delivered its Articles of Incorporation and By-Laws, each as amended to the Securities Act; (viii) Closing Date, certified by the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in Secretary of the Mergers shall have been approved for listing on Company, resolutions adopted by the Nasdaq National Market, subject to official notice Board of issuance; (ix) This Directors of Seller authorizing this Agreement and the Andrx Merger transactions contemplated hereby certified by the Secretary of the Seller, and Seller shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") delivered to Purchaser, to the effect that extent available, copies of the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear Company’s original minute book and Andrx, corporate seal and dated the Closing Date; (xi) New Andrx all other original corporate documents and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement")agreements; and (xiiviii) all actions to be taken by Cybear Seller and Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New AndrxPurchaser. New Andrx, Andrx and the Merger Subs Purchaser may waive any condition specified in this Section 6(a11(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as Closing in a matter of lawwriting executed by the Purchaser.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS7.1 Conditions to Obligation of the Purchaser. The obligation obligations of New Andrx, Andrx and the Merger Subs Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iiia) the representations and warranties set forth in Section 3 above 4 hereof shall be true and correct in all material respects at and as of the Closing Date; (ivb) Cybear the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (vc) the Seller shall have procured all of the third party consents specified in Section 6.2 above. (d) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any injunction, wherein an unfavorable judgment, order, decree, rulingstipulation, injunction, or charge which would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (Ciii) affect adversely the right of the Cybear Surviving Corporation Purchaser to own the former assetsown, to operate the former businessesoperate, and to or control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses Assets (and no such injunction, judgment, order, order decree, rulingstipulation, injunction, or charge shall be in effect); (vie) Cybear the Seller shall have delivered to New Andrx the Purchaser a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified above in Section 7(a)(i)-(v7.1(a)-(d) is satisfied in all respectsrespects and certified resolutions of the respective Boards of Directors of Seller and COREStaff, and, if deemed necessary by Seller, its shareholder, to the effect of Section 4.9; (viif) the S-4 Registration Statement Purchaser shall have become effective under the Securities Actreceived all other authorizations, consents, and approvals of governments and governmental agencies set forth in this Agreement; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xiig) all actions to be taken by Cybear the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in the form and substance as required by this Agreement; and (h) The Purchaser shall have received from Seller documents necessary to New Andrxchange Seller's name to "TAI Co." and to terminate Seller's filings in California, Colorado and Arizona regarding the use of assumed, fictitious or tradenames relating to the Business, and a check to cover the filing fees for the same. New Andrx, Andrx and the Merger Subs The Purchaser may waive any condition specified in this Section 6(a) 7 if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) 6.1 CONDITIONS TO OBLIGATION OBLIGATIONS OF NEW ANDRX, ANDRX 800 TRAVEL AND MERGER SUBSCORP. The obligation obligations of New Andrx, Andrx 800 Travel and the Merger Subs Corp. to consummate the transactions to be performed by it them in connection with the Closing is are subject to satisfaction of the following conditions: (ia) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the The representations and warranties set forth in Section 3 SECTION 3.1 above shall be true and correct in all material respects at and as of the Closing Date; (ivb) Cybear The Shareholders shall have performed and complied with all of its their respective covenants hereunder in all material respects through the Closing; (vc) no Prestige shall have procured all necessary third party consents; (d) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (Ai) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (Ciii) affect adversely the right of the Cybear Surviving Corporation 800 Travel and Merger Corp. to own the former assets, to operate the former businesses, Prestige Shares and to control the former Subsidiaries of CybearPrestige, or (Div) affect adversely the right of any of the former Subsidiaries of Cybear Prestige to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vie) Cybear The Parties shall have delivered to New Andrx a certificate signed by Xx. Xxxxxx X. Goldman received any and Xxxx Xxxxxxxx to the effect that each all other necessary authorizations, consents, and approvals of the conditions specified above in Section 7(a)(i)-(v) is satisfied in all respectslandlords, governments and governmental agencies; (viif) the S-4 Registration Statement shall have become effective under the Securities Act; (viii) the New Andrx Common Stock 800 Travel and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger Corp. shall have received the Required Andrx Stockholder Voteresignations, effective as of the Closing, of each director and officer of Prestige; (xg) Andrx 800 Travel and Merger Corp. shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") obtained on terms and conditions satisfactory to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant them in their sole discretion and judgment approvals and consents in order to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) all actions to be taken by Cybear in connection with consummation of consummate the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx. New Andrx, Andrx and the Merger Subs may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.hereby;

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS. Conditions of Obligation of the Purchaser The obligation of New Andrx, Andrx and the Merger Subs Purchaser to consummate the transactions to be performed by it the Purchaser in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 Sections 4 and 5 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear each of the Pre-Closing Covenants set forth in Section 8, above shall have been satisfied; (iii) the Selling Parties shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; (iv) the Company shall have procured all of the third party consents required in order to effect the Closing; (v) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation Purchaser to own the former assets, to operate the former businesses, Sellers Shares and to control the former Subsidiaries of CybearCompany, or (D) affect adversely the right of any of the former Subsidiaries of Cybear Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Cybear the Selling Parties shall have delivered to New Andrx the Purchaser a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that (A) each of the conditions specified above in Section 7(a)(i)-(vlO(a)(i)-(v) is satisfied in all respectsaspects, and (B) as of the Closing the Purchaser has no Liabilities and $32,000 in cash in its bank account; (vii) the S-4 Registration Statement selling parties shall have become effective under received an opinion of counsel customary for transactions of this type that covers, among other things, that the Securities Act;Sellers Shares being delivered pursuant to this Agreement were validly issued, are fully paid and non-assessable and are being delivered to the Purchaser in a private transaction not involving any public offering in compliance with applicable Federal and state securities laws. (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers Purchaser shall have been approved for listing on received the Nasdaq National Marketresignations, subject effective as of the Closing Date, of each current director of the Company, except Scott Sieck, and the Purchaser shall have received the resignations, xxxxxxxxx as of the Closing Date, of each officer of the Purchaser. The Board of Directors of the Purchaser shall direct that the Designees specified by the Purchaser shall be appointed as Directors of the Purchaser and any officers of the Purchaser who may be lawfully appointed to official notice the newly designated Board of issuanceDirectors of the Purchaser shall be nominated and elected; (ix) This Agreement and Except as otherwise set forth in this Agreement, there shall not have been any occurrence, event, incident, action, failure to act, or transaction since February 29, 2008 which has had or is reasonably likely to cause a material adverse effect on the Andrx Merger shall have received business, assets, properties, financial condition, results of operations or prospects of the Required Andrx Stockholder VotePurchaser; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (The Purchaser has fully completed its business, accounting and legal Due Diligence review of the "Andrx Closing Tax Opinion") Company, and the results thereof are completely satisfactory to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing DatePurchaser; (xi) New Andrx and Cybear the Purchaser shall have entered into received such pay-off letters and releases relating to Liabilities as they shall have requested and such pay-off letters shall be in form and substance satisfactory to the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); andPurchaser; (xii) the Purchaser shall have conducted judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets ofthe Company; (xiii) the Company shall have delivered its Certificate of Incorporation and bylaws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchaser the Company's original minute book and corporate seal and all other original corporate documents and agreements; (xiv) the Company shall deliver to the Purchaser a Certificate of Good Standing in respect of the Company issued by the Nevada Secretary of State dated no earlier than ten (10) days prior to the Closing and a certificate of good standing from the state of Florida for foreign corporation .. (xv) all actions to be taken by Cybear the Selling Parties in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrxthe Purchaser; and (xvi) At the Closing, there shall be no more than 8,500,000 shares of the Company issued and outstanding other than shares held by the Purchaser on a pro-forma basis under this Agreement. New Andrx, Andrx and the Merger Subs The Purchaser may waive any condition specified in this Section 6(alO(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of lawClosing in writing executed by the Purchaser.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the Purchaser and the Purchaser ----------------------------------------------------------- Subsidiary. The obligation of New Andrx, Andrx each of the Purchaser and the Merger Subs Purchaser ---------- Subsidiary to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver by Purchaser or Purchaser Subsidiary of the following conditionsconditions at or prior to the Closing Date: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Requisite Stockholder VoteApproval; (ii) Cybear the Target and its Subsidiaries shall have procured all of the third third-party consents specified in Section 6(b(S)5(b) aboveabove which are applicable to the Target and its Subsidiaries; (iii) the representations and warranties set forth in Section 3 (S)3 above shall be true and correct in all material respects at and as of the Closing Date, except for (A) changes contemplated by this Agreement, (B) those representations and warranties which address matters only as of a particular date (which shall have been true and correct as of such date); (iv) Cybear the Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (v) no court neither any statute, rule, regulation, order, stipulation or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or arbitrator injunction (each an "Order") shall have be enacted, issued, promulgated, ----- entered, enforced or entered deemed applicable to the Merger nor any injunctionother action shall have been taken by any governmental authority, judgment, order, decree, ruling, administrative agency or charge which would court of competent jurisdiction (A) prevent which prohibits the consummation of any of the transactions contemplated by this Agreement, the Merger; (B) cause which prohibits the Purchaser's or the Purchaser Subsidiary's ownership or operation of all or any material portion of their or the Target's business or assets, or which compels the Purchaser or the Purchaser Subsidiary to dispose of or hold separate all or any material portion of the Purchaser's or the Purchaser Subsidiary's or the Target's business or assets as a result of the transactions contemplated by this Agreement to be rescinded following consummation, the Merger; (C) affect adversely which makes the right purchase of, or payment for, some or all of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, Target Shares illegal; or (D) affect adversely which imposes material limitations on the ability of the Purchaser or the Purchaser Subsidiary to acquire or hold or to exercise effectively all rights of ownership of Target Shares, including, without limitation, the right to vote any Target Shares purchased by the Purchaser on all matters properly presented to the Target Stockholders; or (E) which imposes any limitations on the ability of the Purchaser or the Purchaser Subsidiary, or any of their respective Subsidiaries, effectively to control in any material respect the former Subsidiaries business or operations of Cybear to own the Target or any of its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Subsidiaries; (vi) Cybear the Target shall have delivered to New Andrx the Purchaser and the Purchaser Subsidiary a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v(S)6(a)(i)-(S)6(a)(iv) is satisfied in all respects; provided, however, with respect to (S)6(a)(i), the Target shall only be required -------- ------- to certify that this Agreement and the Merger received the Requisite Stockholder Approval of the Target Stockholders; (vii) all applicable waiting periods (and any extensions thereof) under the S-4 Registration Statement Xxxx-Xxxxx-Xxxxxx Act shall have become effective under expired or otherwise been terminated, and the Securities ActParties shall have received all other material authorizations, consents and approvals of governments and governmental agencies referred to in (S)3(d) and (S)4(d) above; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock Purchase Warrant shall have been exercised in full, provided, that will such exercise may be conditioned upon the effectiveness of -------- the Merger; (ix) the Purchaser Shares to be issued in the Mergers Merger shall have been approved upon official notice of issuance for listing quotation on the Nasdaq National MarketNasdaq, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote;; and (x) Andrx the Registration Statement shall have received from Xxxxxx Xxxxxxxx LLP an opinion (been declared effective by the "Andrx Closing Tax Opinion") SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened by the SEC. Subject to the effect that provisions of applicable law, the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and AndrxPurchaser Subsidiary may waive, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) all actions to be taken by Cybear in connection with consummation of the transactions contemplated hereby and all certificateswhole or in part, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx. New Andrx, Andrx and the Merger Subs may waive any condition specified in this Section 6(a(S)6(a) if it executes they execute a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the Purchaser. The obligation of New Andrx, Andrx and the Merger Subs Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement Each of the conditions set forth in the Real Property Purchase Contract shall have been satisfied, and, simultaneously with the Closing, the Purchaser and the Cybear Merger Shareholders shall have received consummate the Required Cybear Stockholder Votetransactions to be performed by them pursuant to the Real Property Purchase Contract; (ii) Cybear the Purchaser shall be reasonably satisfied with the results of its continuing business, legal, environmental, and accounting due diligence, including, without limitation, its Subsidiaries shall have procured all review or evaluation of any matter addressed in any section of the third party consents specified in Section 6(b) aboveDisclosure Schedule regarding the Seller and the Cattle Business; (iii) the representations and warranties set forth in Section Article 3 above shall be true and correct in all material respects at and as of the Closing Date; (iv) Cybear each of the Seller, Shareholders, and Key Employees shall have performed and complied with all of its its, his or her covenants hereunder in all material respects through the Closing; (v) the Seller shall have procured all of the material third party consents specified in Section 5(b) above; (vi) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Cybear Surviving Corporation Purchaser to own the former assets, to Purchased Assets and operate the former businessesCattle Business. (vii) the Seller shall have paid all Income Taxes and Sales Taxes owed by the Seller, and to control the former Subsidiaries of Cybear, or (Das set forth in Section 3(k) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);Disclosure Schedule. (viviii) Cybear the Seller shall have delivered to New Andrx the Purchaser a certificate signed executed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx its President to the effect that each of the conditions specified above in Section 7(a)(i)-(v6(a)(iii)-(vi) is satisfied in all respects; (viiix) the S-4 Registration Statement shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger Purchaser shall have received the Required Andrx Stockholder Voteall other material authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(c) and Section 4(c) above; (x) Andrx the employment agreements as set forth in Exhibits A-1 and A-2 attached hereto shall have received from Xxxxxx Xxxxxxxx LLP an opinion be in full force and effect (the "Andrx Closing Tax Opinion") to the or will be in full force and effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated as of the Closing Date); (xi) New Andrx and Cybear the Seller shall have entered into provided to the Tax Sharing Agreement attached hereto Purchaser, at the Purchaser's sole cost and expense, audited balance sheets and statements of income, changes in stockholders' equity, and cash flow as Exhibit C of and for the fiscal years ended December 31, 1997, 1998 and 1999 for the Seller, which financial statements (including the "Tax Sharing Agreement")notes thereto) shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby; and (xii) all actions to be taken by Cybear the Seller, Shareholders, and Key Employees in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrxthe Purchaser. New Andrx, Andrx and the Merger Subs The Purchaser may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of I-trax and the Holding Company. The obligation of New Andrx, Andrx I-trax and the Merger Subs Holding Company to consummate the transactions to be performed by it each of them in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 4 and Section 6 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear the Members shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; (viii) MyFamilyMD and its Subsidiaries shall have procured all of the third party consents specified in Section 7(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect materially and adversely the right of the Cybear Surviving Corporation Holding Company to own the former assets, to operate the former businesses, MyFamilyMD Interests and to control the former Subsidiaries of CybearMyFamilyMD and its Subsidiaries, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)deemed a Material Adverse Event; (viv) Cybear the Members shall have delivered to New Andrx I-trax a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v9(a)(i)-(iv) is satisfied in all respects; (vi) the Merger shall have been effected pursuant to the Merger Agreement; (vii) the S-4 Registration Statement Holding Company and Xxxxxx X. Xxxxx shall have become effective under entered into an Employment Agreement in the Securities Actform attached hereto as Exhibit D; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement I-trax and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx Holding Company shall have received from Xxxxxx Xxxxxxxx LLP counsel to the Members an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) in form and substance as set forth in Exhibit E attached hereto, addressed to Cybear I-trax and Andrxthe Holding Company, and dated as of the Closing Date; (xiix) New Andrx the Holding Company and Cybear the Members shall have entered into a Registration Rights Agreement in the Tax Sharing Agreement form attached hereto as Exhibit C G; (x) the Holding Company shall have received the resignations, effective as of the Closing, of each director, manager and officer of MyFamilyMD and its Subsidiaries other than those whom I-trax shall have specified in writing at least five (5) business days prior to the Closing; (xi) all outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require MyFamilyMD to issue, sell, or otherwise cause to become outstanding any of its equity interests identified in Section 6(b) of the Disclosure Schedule shall have been exercised or terminated and cancelled; (xii) all outstanding or authorized equity appreciation, phantom stock, profit participation, or similar rights with respect to MyFamilyMD identified in Section 6(b) of the Disclosure Schedule shall have been terminated and cancelled; (xiii) the Holding Company shall have received a statement from MyFamilyMD in form satisfactory to Holding Company, signed by the Members under penalties of perjury no earlier than 30 days before the Closing Date, certifying (A) that fifty percent (50%) or more of the value of the gross assets of MyFamilyMD does not consist of "U.S. real property interests" (as defined in Section 897(c) of the Code, hereinafter "USRPI") and (B) that ninety percent (90%) or more of the value of the gross assets of MyFamilyMD does not consist of USRPI, cash and cash equivalents; (xiv) the Registration Statement shall have been declared effective by the SEC; (xv) the Members shall have complied with their obligations under Paragraphs 1, 5 and 6 of that certain side letter agreement entered into as of the date hereof (the "Tax Sharing AgreementSide Letter")) by and among the Members, MyFamilyMD and I-trax; and (xiixvi) all actions to be taken by Cybear the Members in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx. New Andrx, Andrx I-trax and the Merger Subs Holding Company. I-trax and/or the Holding Company may waive any condition specified in this Section 6(a9(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the Parent and Merger Sub. The obligation of New Andrx, Andrx the Parent and the Merger Subs Sub to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 above (considered collectively) and each of the representations and warranties (considered individually) shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Closing Date; (ivii) Cybear the Company and the Principal Shareholders shall have performed and complied with all of its their covenants and obligations hereunder (considered collectively) and each of such covenants and obligations hereunder (considered individually) in all material respects through the Closing; (viii) the Company shall have procured all of the third party consents specified on Schedule B hereto; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavourable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Cybear Surviving Corporation Company Shares and other Equity Rights to be cancelled upon the Merger, or Merger Sub to own the former assetsassets of the Company, or to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses Business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) all filings that are required to have been made by the Parties with any Canadian, United States or other Governmental Body in order to carry out the transactions contemplated by this Agreement shall have been made and all authorizations, consents and approvals from any Canadian, United States or other Governmental Body required to carry out the transactions contemplated by this Agreement shall have been received and any applicable waiting periods (and any extensions thereof) shall have expired provided, that Parent and Merger Sub shall not be relieved of their obligations to consummate the transactions if they have not used reasonable best efforts to complete filings and seek the consents within their control; (vi) Cybear the Company shall have delivered to New Andrx the Parent a certificate signed certificate, executed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx the Company to the effect that each of the conditions specified above in Section 7(a)(i)-(vSections 5(a)(i)-5(a)(v) is have been satisfied in all respects; (vii) the S-4 Registration Statement each of Alan Hardwick and Suzanne Schneider shall have become effective under entered xxxx x xxfinitxxx Xxxxxxxxxx Xxreement with the Securities Act;Surviving Corporation (each, an "EMPLOYMENT AGREEMENT"), each containing provisions relating to non-compete obligations satisfactory to the Parent and each in form and substance and with a term reasonably satisfactory to the Parent and the same shall be in full force and effect. (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have [This section has been approved for listing on the Nasdaq National Market, subject to official notice of issuance;intentionally deleted.] (ix) [This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote;section has been intentionally deleted.] (x) Andrx other than the funding pursuant to Sections 6(d) and (e) the Company shall have delivered to the Parent payoff letters with respect to all other amounts due under the Indebtedness of the Company, to release Security Interests in respect to the Company and otherwise obtain clear title to the Company Shares, in form and substance reasonably satisfactory to the Parent, and the Company and the Principal Shareholders shall have satisfied all Indebtedness of the Company (including the conversion of any and all Indebtedness owing by the Company to any member of the Targeted Affiliated Group into contributed capital of the Company), and the Company shall have delivered to the Parent, in form satisfactory to the Parent, evidence of the same; (xi) the Parent, the Company and the Shareholder Representative shall have executed and delivered the Milestone Payment Agreement (the "MILESTONE PAYMENT AGREEMENT") in form and substance as set forth in Exhibit C attached hereto, and the same shall be in full force and effect; (xii) the Parent, the Company and Targeted shall have executed the Transition Services Agreement (the "TRANSITION SERVICES AGREEMENT") in form and substance as set forth in Exhibit D attached hereto, and the same shall be in full force and effect; (xiii) the Parent shall have received from Xxxxxx Xxxxxxxx LLP an opinion (Dorsey & Whitney LLP, counsel to Targeted, opinions xxxx respect to Targeted Genetics, the "Andrx Closing Tax Opinion") transactions contemplated hereby in form and substance as set forth in Exhibit E attached hereto, addressed to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and AndrxParent, and dated as of the Closing Date; (xixiv) New Andrx and Cybear the Parent shall have entered into received from Graham & Dunn PC, counsel to the Tax Sharing Agreement Company, opinions xxxx xespxxx to the Company and the transactions contemplated hereby in form and substance set forth in Exhibit F attached hereto hereto, addressed to the Parent, and dated as Exhibit C (of the "Tax Sharing Agreement"); andClosing Date; (xiixv) the Company shall have delivered to the Parent evidence reasonably satisfactory to the Parent of the termination of all Equity Rights and the release of all Liability with respect to the Equity Rights; (xvi) Targeted and the Company shall have taken all corporate action necessary to terminate the Company's participation in, effective no later than the day before the Closing Date, all Company Plans which are intended to qualify as tax-qualified retirement plans under Code Section 401(a), and evidence of the same shall have been delivered to the Parent; (xvii) the Company and the Principal Shareholders shall have executed a funds flow and settlement statement reflecting the transactions contemplated by this Agreement; (xviii) the Company shall have delivered to the Parent a certificate of the Secretary of the Company as to the incumbency of its officers, a copy of a certificate evidencing the incorporation and its authorization to conduct business in the State of Washington, a copy of the articles and bylaws of the Company, and a copy of the resolutions adopted by the board of directors and the Shareholders of the Company authorizing the Merger and the transactions contemplated by this Agreement; (xix) all actions to be taken by Cybear the Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx. New Andrxthe Parent; (xx) any orders or approvals which may be required from shareholders of the Parent, Andrx and regulatory and governmental authorities required to carry out the transactions contemplated by this Agreement shall have been received and any applicable waiting periods shall have expired, including, without limitation, approvals from the Toronto Stock Exchange, including conditional listing approval of the Parent Shares and the Convertible Debenture Shares to be issued in connection with this Agreement and under the Convertible Debenture on the Toronto Stock Exchange, subject to the filing of customary documentation; (xxi) no Person shall have made or threatened any claim asserting that such Person may be the holder or the beneficial owner of, or may have the right to acquire or obtain beneficial ownership of, any capital stock or other securities of the Company; (xxii) the Shareholder Representative shall have executed and delivered the Convertible Debenture in form and substance as set forth in Exhibit A attached hereto, and the same shall be in full force and effect; (xxiii) the Shareholder Representative shall have executed and delivered the Security Agreement (the "SECURITY AGREEMENT") in form and substance as set forth in Exhibit G hereto, and the same shall be in full force and effect; (xxiv) there shall have been no Material Adverse Effect with respect of the Company since the date of this Agreement; (xxv) this Agreement and the transactions contemplated hereby shall have been duly and validly approved by all of the Shareholders of the Company and none of the holders of the outstanding Company Shares shall have exercised statutory dissenters' rights under Washington law in connection with the Merger; (xxvi) each Shareholder shall have duly executed and delivered to the Parent a representation and support agreement (the "REPRESENTATION AND SUPPORT AGREEMENT") in form and substance set forth in Exhibit H hereto; (xxvii) each person who as at the Closing Date has elected to exercise options to purchase the common shares of the Company shall have duly executed and delivered to the Parent a representation agreement (the "OPTIONHOLDER REPRESENTATION AGREEMENT") in form and substance set forth in Exhibit I hereto; (xxviii) the Company shall have obtained shareholder approval of any payment or benefit that a Company employee or consultant may receive in connection with the Merger Subs that would be considered a "parachute payment" under Section 280G of the Code. Such shareholder approval shall comply with the "Shareholder Approval Requirements" of Section 280(b)(5) of the Code and related Treasury regulations; and (xxix) the Parent shall be satisfied, in its sole discretion, with its due diligence investigation of the Company and the Company's ongoing working capital requirements. The Parent may waive any condition specified in this Section 6(a5(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRXConditions to Obligation of the Buyer, ANDRX AND MERGER SUBS. The obligation of New Andrx, Andrx and the Merger Subs Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 (S)3(a) and (S)4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear the Seller shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; (viii) the Company shall have procured all of the third party consents specified in (S)5(b) above, including approval of the transfer of ownership by the United States Department of Education, the State of Minnesota and all appropriate institutional and program accrediting bodies, except that such consents may be obtained after the Closing Date, as provided in (S)7(c) herein; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation Buyer to own the former assets, to operate the former businesses, Company Shares and to control the former Subsidiaries of CybearCompany, or (D) affect adversely the right of any of the former Subsidiaries of Cybear Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Cybear the Seller shall have delivered to New Andrx the Buyer a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v(S)7(a)(i)- (iv) is satisfied in all respects; (vi) the Company and the Parties shall have shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in (S)3(a)(ii), (S)3(b)(ii), and (S)4(c) above; (vii) the S-4 Registration Statement Seller shall have become effective under obtained an approval, acceptable to the Securities ActBuyer of the Buyer's purchase of the Company Shares by (A) the United States Department of Education, including an acceptable assurance of the Company's ability to continue to qualify for Title IV loans after Closing, (B) the State of Minnesota, and (C) all applicable institutional and programmatic accrediting bodies, including the Accrediting Bureau of Health Education Schools ("AABHES"), except that such approvals may be obtained after the Closing Date, as provided in (S)7(c) herein; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx Buyer shall have received from Xxxxxx Xxxxxxxx LLP counsel to the Seller an opinion (the "Andrx Closing Tax Opinion") in form and substance as set forth in EXHIBIT D attached hereto, addressed to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and AndrxBuyer, and dated as of the Closing Date; (xiix) New Andrx and Cybear the Buyer shall have entered into received the Tax Sharing Agreement attached hereto resignations, effective as Exhibit C of the Closing, of each director and officer of the Company other than those whom the Buyer shall have specified in writing at least five business days prior to the Closing; (x) the "Tax Sharing Agreement")Buyer shall have obtained on terms and conditions satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of the Company; and (xiixi) all actions to be taken by Cybear the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, . and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrxthe Buyer. New Andrx, Andrx and the Merger Subs The Buyer may waive any condition specified in this Section 6(a(S)7(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the Coach Parties and the Company. The obligation of New Andrxthe Coach Parties, Andrx the Company and the Merger Subs TK Investor No. 1 to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to satisfaction or waiver of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 above 3(a) shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (viii) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation Buyer to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses Shares (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viiv) Cybear the Seller shall have delivered to New Andrx the Coach Parties and the Company a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v6(a)(i)-(iii) is are satisfied in all respects; (viiv) the S-4 Registration Statement Seller shall have become effective under executed and delivered to the Securities ActCoach Parties and the Company a release substantially in the form of Exhibit A; (viiivi) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger Buyer shall have received a letter of resignation, effective as of the Required Andrx Stockholder Vote; (x) Andrx shall have received Closing, of each Sumitomo Director acknowledging that he or she has no claim outstanding for director's fees, wrongful or unfair dismissal, redundancy or any claim in respect of any other moneys or benefits due to him or her from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") Company arising out of such resignation and that he or she is not entitled to any remuneration from the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement")Company in respect of his or her appointment; and (xiivii) all actions to be taken by Cybear in connection with consummation of the transactions contemplated hereby Seller shall have executed and all certificatesdelivered the Cooperation Agreement. The Coach Parties, opinions, instruments, the Company and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New AndrxTK Investor No. New Andrx, Andrx and the Merger Subs 1 may waive any condition specified in this Section 6(a) if it executes by executing a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of DS&P and Acquisition. The obligation of New Andrx, Andrx DS&P and the Merger Subs Acquisition to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement other than the representations and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified warranties set forth in Section 6(b) above; (iii) 4(k), the representations and warranties set forth in Section 3 4 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear Xxxxxx shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (viii) Xxxxxx and its Subsidiaries shall have procured all of the third party consents specified in Section 5(b) above, all of the title insurance commitments, policies, and riders specified in Section 5(h) above, and all of the Surveys specified in Section 5(i) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation DS&P to own the former assets, to operate shares of the former businesses, Surviving Corporation and to control the former Subsidiaries of CybearXxxxxx and its Subsidiaries, or (D) affect adversely the right of any of the former Xxxxxx and its Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (v) the representations and warranties set forth in Section 4(k) shall be true and correct in all material respects as of the Closing Date; provided that, if prior to Closing, (i) an audit is commenced by any taxing authority, a Tax or adjustment is asserted by any taxing authority, or an error is discovered relating to any Return that was or should have been filed by Xxxxxx for which the statute of limitations is not closed and the maximum amount of Tax that Xxxxxx or the Surviving Corporation could owe as a result thereof is less than $750,000 or (ii) the Closing Basis is $28,000,000 or more, then the representations and warranties in Section 4(k) shall be deemed not to have been breached, and the Tax Liability Reserve will be increased as provided herein; (vi) Cybear Xxxxxx shall have delivered to New Andrx DS&P a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v6(a)(i)-(v) is satisfied in all respects; (vii) all applicable waiting periods (and any extensions thereof) under the S-4 Registration Statement Xxxx-Xxxxx-Xxxxxx Act shall have become effective under expired or otherwise been terminated and the Securities ActParties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 4(c) above; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers relevant parties shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuanceentered into Employment Agreements contemplated in Section 5(k); (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx DS&P shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) Xxxxxx'x corporate and bankruptcy counsel opinions in form and substance as set forth in Exhibit D attached hereto, addressed to Cybear DS&P, Acquisition and Andrx, Lender and dated as of the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xiix) all actions to be taken by Cybear Xxxxxx in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx. New AndrxDS&P; (xi) the Plan, Andrx the Confirmation Order, and the Merger Subs Liquidating Trust documents shall be in form and substance satisfactory to DS&P in its reasonable discretion and in accordance with Section 7 below; (xii) no Material Adverse Change in Xxxxxx'x or its Subsidiaries' business, results of operations, financial condition, assets, liabilities or prospects has occurred since the Most Recent Balance Sheet; (xiii) the Confirmation Order has become a Final Order; (xiv) the Surviving Corporation shall have obtained the New Debt Financing; (xv) the New Debt Financing shall be available pursuant to documents which are satisfactory to DS&P and Acquisition in their sole discretion; (xvi) Xxxxxx shall provide DS&P with a list and copy of all confidentiality agreements not previously disclosed to DS&P prior to Closing; (xvii) at least two business days prior to the Closing, Xxxxxx shall provide DS&P a schedule setting forth the following information on an estimated pro forma basis giving effect to the consummation of the transactions contemplated herein for Xxxxxx and its Subsidiaries: (A) the Closing Basis; (B) the amount of any net operating loss carryover; (C) the amount of cancellation or indebtedness income and the other income, gain or loss resulting from the transactions contemplated herein including, but not limited to, the disposition of assets or stock of any Subsidiary and, if requested by DS&P or Acquisition, the additional information included in Section 4(k)(vi) not included in this Section 6(a)(xii); (xviii) at least two business days prior to the Closing, Xxxxxx shall provide to DS&P, in form satisfactory to DS&P, (A) a written reconciliation of the trust records for the 401(k) Plan with the participant statement records, (B) a schedule, by each 401(k) Plan participant, of each participant who has or had Xxxxxx Shares in a Restricted Stock Account, the number of Xxxxxx Shares in such account, the cost basis to such participant of each Xxxxxx Share, the amounts distributed to the participant from such account, and an explanation of how the amount of any distribution was determined, and (C) any other information necessary to calculate the amounts to be paid to the 401(k) Plan under Section 2(f)(ii); (xix) Xxxxxx shall have caused the litigation known as SouthTrust Bank, N.A. x. Xxxxxx Color-Fi, Inc., Bankruptcy Case No. 98-10145W to be terminated, resolved or settled in a manner which is fully satisfactory to DS&P in its reasonable discretion; and (xx) that certain Agreement between JFM and Xxxxxx dated February __, 2000 is approved by the Bankruptcy Court, or, if such agreement is not approved by the Bankruptcy Court, the Plan and the Final Order shall state that the Surviving Corporation shall have no liabilities or obligations with respect to JFM and that all liabilities or obligations owed to JFM by Xxxxxx shall be satisfied solely by the Plan Administrator from the Preliminary Purchase Price. DS&P may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the Purchaser. The obligation of New Andrx, Andrx and the Merger Subs Purchaser to consummate the transactions to be performed by it the Purchaser in connection with the Closing is are subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 5 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear the Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; (viii) the Company shall have procured all of the third party consents required in order to effect the Closing; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation Purchaser to own the former assets, to operate the former businesses, Seller Shares and to control the former Subsidiaries of CybearCompany, or (D) affect adversely the right of any of the former Subsidiaries of Cybear Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Cybear the Sellers shall have delivered to New Andrx the Purchaser a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that (A) each of the conditions specified above in Section 7(a)(i)-(v9(a)(i)-(iv) is satisfied in all respects, and (B) as of the Closing, the Company has no Liabilities; (vi) The Purchaser shall have received an opinion of counsel to the Sellers providing that all of the Seller Shares were validly issued, are fully paid and non-assessable and were issued in compliance with all laws, including, without limitation, applicable federal and state securities laws; (vii) the S-4 Registration Statement Purchaser shall have become received the resignations, effective under as of the tenth (10th) day following the filing by the Company of a Schedule 14f-1 information statement with the Securities Actand Exchange Commission, of each director of the Company and the Purchaser shall have received the resignations, effective as of the Closing, of each officer of the Company. The designees specified by the Purchaser shall have been appointed as officers of the Company and any designees of the Purchaser who may be lawfully appointed to the Board of Directors of the Company as of the Company shall have been appointed; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers there shall not have been approved for listing any occurrence, event, incident, action, failure to act, or transaction since April 30, 2009 which has had or is reasonably likely to cause a material adverse effect on the Nasdaq National Marketbusiness, subject to official notice assets, properties, financial condition, results of issuanceoperations or prospects of the Company; (ix) This Agreement the Purchaser shall have completed their business, accounting and legal due diligence review of the Company, and the Andrx Merger results thereof shall have received be satisfactory to the Required Andrx Stockholder VotePurchaser; (x) Andrx the Purchaser shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") such pay-off letters and releases relating to Liabilities as they shall have requested and such pay-off letters shall be in form and substance satisfactory to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing DatePurchaser; (xi) New Andrx and Cybear the Purchaser shall have entered into conducted UCC, judgment lien and tax lien searches with respect to the Tax Sharing Company, the results of which indicate no liens on the assets of the Company; (xii) the Company shall have delivered its Certificate of Incorporation and bylaws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement attached hereto and the transactions contemplated hereby and the Company shall have delivered to the Purchaser the Company's original minute book and corporate seal and all other original corporate documents and agreements; (xiii) the Company shall deliver to the Purchaser confirmation that the Company is in Good Standing with the Nevada Secretary of State. (xiv) the Company shall have maintained at and immediately after the Closing its status as Exhibit C (a company whose Common Stock is quoted on the "Tax Sharing Agreement")OTB Bulletin Board; and (xiixv) all actions to be taken by Cybear the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrxthe Purchaser. (xvi) the Company shall have filed the Form 10-Q for the period ending April 30, 2010 . New Andrx, Andrx and the Merger Subs The Purchaser may waive any condition specified in this Section 6(a10(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of lawClosing in writing executed by the Purchaser.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS. 8.1 The obligation of New Andrx, Andrx and the Merger Subs Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (ia) this Agreement the Company and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries Shareholders shall have procured all of the third party consents specified in Section 6(b) abovenecessary to consummate this transaction for the sale of the Shares; (iiib) the representations Parties shall have received all required authorisations, consents and warranties set forth in Section 3 above shall be true approvals of governments and correct in all material respects at and as of the Closing Dategovernmental agencies; (ivc) Cybear Mx Xxxxxxx and Mx Xxxxxxx shall have performed and complied with all of its covenants hereunder in all material respects through the Closingeach entered into their respective Employment Contracts; (v) no court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Cybear shall have delivered to New Andrx a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v) is satisfied in all respects; (viid) the S-4 Registration Statement shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear Parties shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); andDeed; (xiie) the Buyer shall have received audited accounts of the Company for the period ended 3 December 1997 which shall be reasonably satisfactory in form and substance to the Buyer; (f) all actions to be taken by Cybear the Company or the Shareholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, instruments and other documents required to effect the transactions contemplated hereby will shall be reasonably satisfactory in form and substance to New Andrx. New Andrxthe Buyer; (g) any necessary waivers or consents having been obtained so as to enable the Buyer to be registered as the holder of the Shares; (h) the Buyer shall have received duly executed stock transfer forms in its favour from each of the Shareholders in respect of the Shares being sold by each of them, Andrx together with the share certificates relating to the Shares; (i) the Buyer shall have received all land certificates, charge certificates and leases, title deeds and other documents relating to the Property (save to the extent that the same are in possession of mortgagees); (j) the Buyer shall have received the common seals, certificates of incorporation and the Merger Subs statutory books for the Company properly completed up to Closing; (k) the Shareholders shall have each signed a power of attorney in the agreed form enabling the Buyer to vote on the Shares pending their registration in the Buyer's name in the Company's register of members. 8.2 The Buyer may waive in writing any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of lawClause 8.1.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS. Conditions to Obligation of the Buyer ------------------------------------- The obligation of New Andrx, Andrx and the Merger Subs Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 3(a) and Section 4 above shall be true and correct (and such representations and warranties that are not qualified by "materiality" or "Material Adverse Effect" shall be true and correct in all material respects respects) at and as of the Closing Date; (ivii) Cybear the Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; (viii) no court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or arbitrator there shall have enacted, issued, promulgated, enforced or entered not be any injunction, judgment, order, decree, ruling, or charge which would (A) prevent in effect or threatened preventing consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viiv) Cybear the Sellers shall have delivered to New Andrx the Buyer a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v7(a)(i)-(ii) is satisfied in all respects; (v) the Buyer shall have received from counsel to the Sellers an opinion in form and substance as set forth in Exhibit D attached hereto, addressed to the Buyer, and dated as of the Closing Date; and (vi) all consents, waivers, approvals or other action required with connection with the execute, delivery and performance of this Agreement ("Consents") by the Sellers and all Consents required of the Company and the Buyer shall have been obtained; (vii) the S-4 Registration Statement Knight, Xxxxxxxx and Xxxxxxxxx shall have become effective under entered into Employment Agreements with the Securities ActCompany substantially in the forms attached as Exhibits E-1, E-2 and E-3 hereto, respectively; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers Xxxxxxx Xxxxxx shall have been approved for listing on entered into an employment agreement with the Nasdaq National Market, subject Company in form and substance acceptable to official notice of issuancethe Buyer; (ix) This Agreement and the Andrx Merger Buyer shall have received the Required Andrx Stockholder Voteresignations, effective as of the Closing, of each director and officer of the Company; (x) Andrx the Company shall have received obtained a release from Xxxxxxx Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") in form and substance satisfactory to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing DateBuyer; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) all actions to be taken by Cybear the Sellers in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrxthe Buyer. New Andrx, Andrx and the Merger Subs The Buyer may waive any condition specified in this Section 6(a7(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS6.01 Conditions to Obligation of the Parent and the Buyer. The obligation of New Andrx, Andrx the Parent and the Merger Subs Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (ia) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the The representations and warranties set forth in Section 3 Article III above (taken collectively and individually) shall be true and correct in all material respects at and as of the date of the Agreement, and such representation and warranties (taken collectively and individually) shall be true and correct in all material respects at and as of the Closing Date, without giving any effect to any amendment to the Disclosure Schedule delivered by the Seller to the Buyer after the date of this Agreement; (ivb) Cybear The Seller shall have performed and complied with all of its covenants hereunder in all material respects through the ClosingClosing Date; (vc) no The Seller shall have procured all of the third party consents specified in Section 5.02 above; (d) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (Ciii) affect adversely the right of the Cybear Surviving Corporation Parent or the Buyer to own the former assetsAcquired Assets, or to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any businesses of the former Subsidiaries of Cybear to own its assets and to operate its businesses Seller (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vie) Cybear The Seller shall have obtained the Required Seller Shareholder Vote specified in Section 5.03 above; (f) Xxxx X. Xxxx and Xxxxx X. Xxxxxxxx, in their capacities as Co-Chief Executive Officers of the Seller, Xx. Xxxxx X. Cox, in his capacity as Chairman and Chief Technology Officer of the Seller, Xxxx X. Xxxxxxx, in his capacity as Chief Financial Officer of the Seller, and Xxxxx X. Xxxxxx, in his capacity as President of the Cox Recorders Division shall have delivered to New Andrx the Parent and the Buyer a certificate signed by Xx. Xxxxxx X. Goldman in form and Xxxx Xxxxxxxx substance as set forth in Exhibit K attached hereto to the effect that each of the conditions specified above in Section 7(a)(i)-(vSections 6.02(a) through (e) is satisfied in all respectsrespects and covering in reasonable detail the amount, if any, of Aggregate Annual Revenues attributable to Lost Customers; (viig) the S-4 Registration Statement The Seller's Secretary shall have become effective under executed and delivered to the Securities ActParent and the Buyer a certificate in form and substance as set forth in Exhibit L attached hereto regarding the Seller's authorizing resolutions and incumbency of officers; (viiih) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers The Seller shall have been approved for listing on executed and delivered to the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement Parent and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") Buyer a certificate in form and substance as set forth in Exhibit M attached hereto to the effect that Net Revenues, calculated in good faith, as of the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and AndrxEffective Time, and dated the Closing Dateare at least $8,000,000; (xii) New Andrx and Cybear The Seller shall have entered into executed and delivered the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) all actions to be taken by Cybear in connection with consummation Xxxx of the transactions contemplated hereby Sale, and all certificates, opinions, instruments, and other additional transfer documents required to effect validly assign to the transactions contemplated hereby will be reasonably satisfactory Parent or the Buyer, in recordable form, all of the Acquired Assets; (j) The Seller shall have executed and delivered the Assumption, and all additional transfer documents required for the Parent and Buyer to validly assume the Assumed Liabilities; (k) The Seller shall have delivered to the Parent and the Buyer releases of any Security Interests identified in Section 3.04 of the Disclosure Schedule (including, but not limited to the Security Interests of Technology Investors), together with termination statements, discharges and the like in recordable form, or agreements from such secured parties in form and substance acceptable to New Andrx. New Andrx, Andrx the Parent and the Merger Subs may waive any condition Buyer to provide such releases, termination statements, discharges and the like upon receipt of the payments specified in this such agreements; (l) The Seller shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 6(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.3.03 above;

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS7.1 Conditions to ITOCHU’s Obligation. The ITOCHU’s obligation of New Andrx, Andrx and the Merger Subs to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iiia) the representations and warranties set forth in Section 3 3.1 and Section 4 above shall be true and correct in all material respects at and as of the Closing DateClosing, except to the extent that such representations and warranties are qualified by the term “material” or contain terms such as “Material Adverse Effect”, “Material Adverse Change” or “materially and adversely”, in which case such representations and warranties (as so written, including the term “material” “Material Adverse Effect”, “Material Adverse Change” or “materially and adversely”) shall be true and correct in all respects at and as of the Closing; (ivb) Cybear Xxxx shall have performed and complied with all of its covenants hereunder in all material respects through the Closing (including, without limitation, delivery of all agreements, instruments or other documents required to be delivered by Xxxx at or prior to the Closing), except to the extent that such covenants are qualified by the term “material” or contain terms such as “Material Adverse Effect”, “Material Adverse Change” or “materially and adversely”, in which case such Persons shall have performed and complied with all of such covenants (as so written, including the term “material”, “Material Adverse Effect”, “Material Adverse Change” or “materially and adversely”) in all respects through the Closing; (vc) no court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or arbitrator Xxxx shall have enacted, issued, promulgated, enforced or entered any injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own satisfied its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be obligations in effectall material respects under Section 5.2(a); (vid) Cybear all waiting or similar periods, if any, under applicable Antitrust Laws relating to the transactions contemplated hereby shall have delivered expired or terminated, and all other material approvals and consents of Governmental Authorities required to New Andrx a certificate signed by Xx. Xxxxxx X. Goldman consummate the transactions contemplated hereby shall have been obtained and Xxxx Xxxxxxxx to the effect that each of the conditions specified above be in Section 7(a)(i)-(v) is satisfied in all respectsfull force and effect; (viie) the S-4 Registration Statement there shall not have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute occurred a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement")Material Adverse Change; and (xiif) all actions to be taken by Cybear in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New AndrxStockholder Approval shall have been obtained. New Andrx, Andrx and the Merger Subs ITOCHU may waive any condition specified in this Section 6(a) 7.1 if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS7.1 Conditions to Obligation of the Parent and Merger Sub. The obligation obligations of New Andrx, Andrx the Parent and the Merger Subs Sub to consummate the transactions to be performed by it each in connection with the Closing is are subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iiia) the representations and warranties set forth in Section 3 above shall of this Agreement will be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which case such representations and warranties will be true and correct in all respects at and as of the Closing Date; (ivb) Cybear shall the Target and Principal Stockholders will have performed and complied with all of his, her or its covenants hereunder contained in this Agreement in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as "material" and "Material Adverse Effect," in which case such covenants will be performed and complied with in all respects at and as of the Closing Date; (vc) the Target will have procured all of the necessary third party consents, authorizations and approvals, all of which must be final and non-appealable, including without limitation any consents required under any of the Leases; (d) no court action, suit or quasi-judicial proceeding will be pending or administrative agency of threatened before any federal, state, local, or foreign jurisdiction or arbitrator shall have enacted, issued, promulgated, enforced or entered any Governmental Authority in which an unfavorable injunction, judgment, order, decree, ruling, ruling or charge which would would: (Ai) prevent consummation of any of the transactions contemplated by this Agreement, ; (Bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, ; (Ciii) affect adversely the right of the Cybear Surviving Corporation Parent to own the former assets, to operate the former businesses, Target Stock and to control the former Subsidiaries of Cybear, Target; or (Div) affect adversely the right of any of the former Subsidiaries of Cybear Target to own its assets and to operate its businesses business (and no such injunction, judgment, order, decree, ruling, ruling or charge shall will be in effect); (vie) Cybear shall each of the Target and Principal Stockholders will have executed and delivered to New Andrx the Parent a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in this Section 7(a)(i)-(v7.1(a) to (d) is satisfied in all respects; (viif) the S-4 Registration Statement shall Parties will have become effective under the Securities Actreceived all other necessary authorizations, consents and approvals of any Governmental Authority, all of which must be final and non-appealable; (viiig) the New Andrx Common Stock relevant parties will have entered into the Escrow Agreement, which must be in full force and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuanceeffect; (ixh) This Agreement the relevant parties will have entered into the Paying Agent Agreement, which must be in full force and the Andrx Merger shall have received the Required Andrx Stockholder Voteeffect; (xi) Andrx shall the Target will have delivered to the Parent written resignations from all of the incumbent officers, directors or persons holding similar positions of the Target; (j) the Target will have delivered to the Parent a properly executed statement and corresponding notice to the Internal Revenue Service dated as of the Closing Date in a form reasonably acceptable to the Parent so that the holders of the Target Stock are exempt from withholding under Treasury Regulation Section 1.1445-2(c)(3); (k) each of the Principal Stockholders will have entered into releases releasing the Target and its successors from any employment-related and certain other Liabilities, which releases must be satisfactory to the Parent and in full force and effect; (l) each Person who will, as of the Closing Date, hold outstanding unvested options to purchase Common Stock under the Target Option Plan, that will not be Vested Options or Unvested Options, will have entered into an option cancellation agreement and release releasing the Target and its successors from any and all Liabilities in connection with such outstanding unvested options, which must be in full force and effect; (m) the Parent will have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") outside counsel to the effect that Target a legal opinion substantially in the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) form of the attached Exhibit F, addressed to Cybear and Andrxthe Parent, and dated as of the Closing Date; (xin) New Andrx the Target will have delivered a certified copy of all board of directors, stockholder and Cybear shall have entered into other corporate resolutions authorizing the Tax Sharing execution and delivery of this Agreement attached hereto as Exhibit C (and the "Tax Sharing Agreement"); and (xii) all actions to be taken by Cybear in connection with consummation of the transactions contemplated hereby by this Agreement; (o) the Target will have delivered a certified copy of resolutions of the board of directors of the Target substantially in the form of the attached Exhibit G, authorizing the termination of the Target's 401(k) Plan; (p) the Target will have issued Preferred Stock and all certificatesWarrants to Sheikh Khaled Bin Zayed Al Nehayan in exchange for the conversion, opinionscancellation and delivery of that certain Promissory Note and Credit Facility/Loan Agreement, instrumentsdated February 26, 2003, between the Target and other documents required to effect the transactions contemplated hereby Sheikh Khaled; (q) there will be reasonably satisfactory in form and substance to New Andrx. New Andrx, Andrx and the Merger Subs may waive not have occurred any condition specified in this Section 6(a) if it executes a writing so stating at or prior Material Adverse Effect with respect to the Closing, except where such condition may not be waived as a matter of law.Target;

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRXConditions to Obligation of I-trax, ANDRX AND MERGER SUBSAcquisition and Acquisition LLC. The obligation of New AndrxI-trax, Andrx Acquisition and the Merger Subs Acquisition LLC to consummate the transactions to be performed by it each of them respectively in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear First Merger shall have received the Required Cybear Requisite Stockholder VoteApproval; (ii) Cybear and its Subsidiaries CHDM shall have procured all of the third party consents specified in Section 6(b5(b) above; (iii) the representations and warranties set forth in Section 3 Sections 4 above shall be true and correct in all material respects at and as of the Closing DateDate and the aggregate negative financial impact of all matters or events added to the CHDM Disclosure Schedule since the date of execution of this Agreement must not exceed $250,000; (iv) Cybear CHDM shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (v) no action, suit, or proceeding shall be pending or threatened against CHDM or any of its Subsidiaries before any court or quasi-judicial or administrative agency of any federalFederal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation I-trax to own the former assets, to operate capital stock of the former businesses, First Merger Surviving Corporation and all of the equity interest of the Second Merger Surviving Company and to control the former Subsidiaries of CybearFirst Merger Surviving Corporation and the Second Merger Surviving Company, or (D) affect adversely the right of any each of the former CHDM and its Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Cybear CHDM shall have delivered to New Andrx I-trax a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v6(a)(i)-(v) is have been satisfied in all respects, together with a exhibit identifying all amendments to the CHDM Disclosure Schedule; (vii) the S-4 Registration Statement CHDM shall have become effective under delivered to I-trax a certificate of CHDM's Secretary attaching, and certifying that each such attachment is true, correct, complete and in effect on the Securities ActClosing Date: (A) CHDM's Certificate of Incorporation, (B) CHDM's Bylaws, (C) resolutions of the Board of Directors of CHDM with respect to all transactions contemplated by this Agreement; and (D) resolutions or minutes of meeting of CHDM Stockholders approving this Agreement and the First Merger, and (E) a good standing certificate issued by the Secretary of State of the State of Delaware date not more than five days prior to the Closing Date; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers CHDM shall have been approved for listing on the Nasdaq National Market, subject delivered to official notice I-trax a certificate stating that each officer of issuanceCHDM executing this Agreement and all related agreements and certificates is an incumbent officer of CHDM; (ix) This Agreement CHDM, I-trax and the Andrx Merger Acquisition shall have received the Required Andrx Stockholder Voteall other authorizations, consents, and approvals of governments and governmental agencies referred to in Sections 5(b) and 5(c) above; (x) Andrx I-trax shall have received from Xxxxxx Xxxxxxxx LLP counsel to CHDM an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) in form and substance as set forth in Exhibit I attached hereto, addressed to Cybear and Andrx, I-trax and dated as of the Closing Date; (xi) New Andrx I-trax shall have received the resignations, effective as of the Closing, of each director of CHDM, and Cybear of each officer of CHDM other than those whom I-trax shall have specified, after consultation with CHDM, in writing at least five business days prior to the Closing; (xii) I-trax shall have closed the sale of I-trax Preferred Shares the gross proceeds of which are not less than $15,000,000 pursuant to the agreements referred to in Section 5(e) above; (xiii) I-trax shall have filed the I-trax Preferred Designations with the Secretary of State of the State of Delaware; (xiv) Acquisition LLC and each employee of CHDM deemed key in the reasonable discretion of I-trax and CHDM Representative shall have entered into employment agreements on mutually acceptable terms; (xv) I-trax, the CHDM Representative and the Escrow Agent shall have entered into the Tax Sharing Escrow Agreement in form and substance substantially as attached hereto as Exhibit C E hereto; (xvi) CHDM shall have delivered a certificate of CHDM's Chief Financial Officer stating the "Tax Sharing Agreement")cash balance of CHDM and its Subsidiaries as of the Closing Date computed in accordance with Section 2(b) above; (xvii) I-trax shall have determined, in the exercise of its reasonable judgment, that issuance of I-trax Common Shares and I-trax Preferred Shares will qualify for exemption from registration under Section 4(2) of the Securities Act and the regulations promulgated thereunder; (xviii) I-trax and CHDM shall have closed on a senior loan facility pursuant to which not less than $16,000,000 is available to be borrowed by I-trax and CHDM on the Closing Date; (xix) The waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Act shall have expired or been terminated; (xx) CHDM and its Subsidiaries shall have caused any of its employee that have borrowed money from CHDM or its Subsidiaries to repay such loans; and (xiixxi) all All actions to be taken by Cybear CHDM in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New AndrxI-trax. New Andrx, Andrx and the Merger Subs I-trax may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of AIOP and Parent. The obligation obligations of New Andrx, Andrx AIOP and the Merger Subs Parent to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 ss.3 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear FAM shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (viii) FAM shall have procured all of the material third party consents specified in ss.5(b) above; (iv) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Cybear Surviving Corporation AIOP to own the former assets, Interests or to operate the former businesses, and to control the former Subsidiaries business of Cybear, or (D) affect adversely the right of any of the former Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)NEW FAM; (viv) Cybear FAM shall have delivered to New Andrx AIOP a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx from an executive officer of FAM to the effect that each of the conditions specified above in Section 7(a)(i)-(vss.ss.7(a)(i)-(iv) and 7(b)(viii) is satisfied in all respects; (vi) FAM, AIOP and Parent shall have received all other material authorizations, consents, and approvals of governments and governmental agencies referred to in ss.3(c) and ss.4(c) above; (vii) the S-4 Registration Statement Auditors shall have become effective under provided to Parent written confirmation of the Securities Actamounts of FAM's Cost of Acquiring the Advisory Business; (viii) prior to the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in date on which the Mergers Proxy Statement is first mailed to the holders of Parent Shares, the Special Committee shall have received the a written opinion from Jefferies & Co., Inc. to the effect that the transactions contemplated by this Agreement are fair to the holders of the Parent Shares from a financial point of view, and such opinion shall not have been approved for listing on the Nasdaq National Market, subject to official notice of issuancewithdrawn; (ix) This the transactions contemplated by this Agreement and the Andrx Merger shall have received been approved and adopted by the Required Andrx Stockholder Votevote of Parent's shareholders at the 1997 annual meeting of shareholders; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) all actions to be taken by Cybear FAM in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New AndrxAIOP; (xi) FAM shall have furnished AIOP with a certificate that FAM is not a foreign person within the meaning of Section 1445 of the Code, which certificate shall meet the requirements of, and be executed in accordance with, Treasury Regulation Section 1.1445-2(b); and (xii) Parent and AIOP shall have received the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx to the effect that the transactions contemplated by 2 of this Agreement will be tax free to Parent and AIOP. New Andrx, Andrx AIOP and the Merger Subs Parent may waive any condition specified in this Section 6(ass.6(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the Buyer and the Merger Subsidiary. --------------------------------------------------------------- The obligation of New Andrx, Andrx the Buyer and the Merger Subs Subsidiary to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder VoteRequisite Shareholders Approval and the number of Dissenting Shares shall not exceed 5% of the number of outstanding Company Shares; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 (S) 4 above shall be true and correct in all material respects at and as of the Closing Date; (iviii) Cybear the Company and its Subsidiaries shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; (iv) the Company and its Subsidiaries shall have procured all of the consents specified in (S) 5(b) and (c) above; (v) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) materially adversely affect adversely the right of the Cybear Surviving Corporation Buyer to own the former assets, to operate capital stock of the former businesses, Surviving Corporation and to control the former Subsidiaries of CybearSurviving Corporation and its Subsidiaries, or (D) materially adversely affect adversely the right of any of the former Surviving Corporation and its Subsidiaries of Cybear to own its assets and to operate its businesses other than any such action, suit, or proceeding arising from any claim relating to the matter set forth in paragraph 2 of Schedule 4(u) of the Disclosure Schedules (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Cybear the Company shall have delivered to New Andrx the Buyer a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section (S) 7(a)(i)-(v) is satisfied in all respects; (vii) the S-4 Registration Statement shall have become effective under the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock Buyer Shares that will be issued in the Mergers Merger, and those required to be reserved for issuance in connection with the Merger, shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ixviii) This Agreement the Company, and the Andrx Merger its Subsidiaries shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in (S) 4(d) above; (ix) the Required Andrx Stockholder Voterelevant parties shall have entered into the Shareholders Agreement attached hereto as Exhibit A, the Escrow Agreement in form and substance as set forth in Exhibit D, the Registration Rights Agreement in form and substance as set forth in Exhibit F, and the Employment Agreement in form and substance as set forth in Exhibits G attached hereto, and each of the same shall be in full force and effect as against such parties; (x) Andrx the Buyer shall have received from Xxxxxx Xxxxxxxx LLP counsel to the Company an opinion (the "Andrx Closing Tax Opinion") in form and substance as set forth in Exhibit H attached hereto, addressed to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and AndrxBuyer, and dated as of the Closing Date; (xi) New Andrx and Cybear the Buyer shall have entered into not be required to issue more than 4,800,000 Buyer Shares (as such number of Buyer Shares is adjusted downward by the Tax Sharing Agreement attached hereto as Exhibit C number of Buyer Shares issuable upon the exercise or conversion of the Company Stock Rights (other than the "Tax Sharing Agreement"); andoptions under the Company Option Plan) assumed by the Buyer in the Merger in accordance with (S) 2(d)(vii) above) in connection with the transactions contemplated hereby; (xii) (A)(x) the Buyer shall be reasonably satisfied based upon consultation with its counsel and receipt of a satisfactory number of Accredited Investor Statements from the shareholders of the Company indicating that the offering and issuance of the Buyer Shares as contemplated by this Agreement is in compliance with Rule 506 under the Securities Act, or (y) pursuant to (S) 5(c), the Buyer and the Company shall have received from the California Department of Corporations a Permit for the solicitation and issuance of the Buyer Shares to the shareholders of the Company in the Merger in accordance with this Agreement and the issuance of the Merger Consideration by the Buyer in accordance with this Agreement will be exempt from registration with the Securities and Exchange Commission pursuant to Section 3(a)(10) of the Securities Act, as the case may be, and (B) no other filings, approvals, registrations, or qualifications (other than post-Closing filings and registrations) are required under applicable federal or state securities laws for the consummation of the Merger in accordance with this Agreement; (xiii) the Buyer Share Price is equal to or greater than $10.50; provided, however, this closing condition set forth in this -------- ------- (S) 7(a)(xiii) shall not apply in the event that the Company's Board of Directors agrees that for purposes of this Agreement and the transactions contemplated hereby, the Buyer Share Price is deemed to be $10.50, notwithstanding the actual average closing price per Buyer Share on the Nasdaq National Market; (xiv) all actions to be taken by Cybear the Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx. New Andrxthe Buyer; (xv) the Company and its Subsidiaries shall have obtained and delivered to the Buyer a written consent for the assignment of each of the Leases if required (the "Lease Consents"), Andrx in form and substance -------------- reasonably satisfactory to the Buyer; (xvi) the Company and its Subsidiaries shall have obtained and delivered to the Buyer an estoppel certificate with respect to each of the Leases, dated no more than 30 days prior to the Closing Date, from the other party to such Lease, in form and substance reasonably satisfactory to Buyer (the "Estoppel Certificates"); --------------------- (xvii) the Company and its Subsidiaries shall deliver to Buyer a non-foreign affidavit dated as of the Closing Date and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Internal Revenue Code so that the Buyer is exempt from withholding any portion of the Merger Subs Consideration hereunder (the "FIRPTA ------ Affidavit"); --------- (xviii) no damage or destruction or other change has occurred with respect to any of the Leased Real Property or any portion thereof that, individually or in the aggregate, would have a material adverse effect on the use or occupancy of the Leased Real Property or the operation of the Company's or its Subsidiary's business as currently conducted thereon. The Buyer may waive any condition specified in this Section 6(a(S) 7(a) for itself and on behalf of the Merger Subsidiary if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the Parent. The obligation of New Andrx, Andrx and the Merger Subs Parent to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 4 and Section 5(a) above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear the Company Indemnifying Parties shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (viii) the Company shall have procured all of the material third-party consents specified in Section 6(b) above; (iv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, country or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation Parent to own the former assets, to operate the former businesses, Company Stock and to control the former Subsidiaries of CybearCompany, or (D) affect materially and adversely the right of any of the former Subsidiaries of Cybear Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Cybear the Company Indemnifying Parties shall have delivered to New Andrx the Parent a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v8(a)(i)-(iv) is satisfied in all respects; (vi) all applicable waiting periods (and any extensions thereof) under any applicable merger, trade or competition acts shall have expired or otherwise been terminated and the Parties shall have received all authorizations, consents, and approvals of governments and governmental agencies referred to in Section 4(c), Section 5(a)(iii) and Section 5(b)(ii) above; (vii) the S-4 Registration Statement Key Employees shall have become effective under entered into, and delivered to the Securities ActParent, employee offer letters in form and substance as set forth in Exhibit 5 attached hereto and the same shall be in full force and effect; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers Parent shall have received from counsel to the Company (or the Company Indemnifying Parties) an opinion (or opinions) in form and substance reasonably satisfactory to it, addressed to the Parent, and dated as of the Closing Date, and such opinion shall specifically opine that the transactions contemplated hereby have been approved duly authorized by all stockholder action required under the Delaware Act, applicable California law, the Certificate of Incorporation, the bylaws and the Investors' Rights Agreement, that all notices required to be given to shareholders under such laws have been given, that all Stock Options and Warrants have been exercised, cancelled, accelerated, terminated or otherwise have expired and are of no force or effect (except with respect to certain Warrants, which shall no longer be exercisable for listing on any shares or otherwise and that Section 3(b)(ii) above is operative and enforceable in accordance with its terms), and that the Nasdaq National Market, subject to official notice of issuanceInvestors' Rights Agreement and the proxy therein is enforceable in accordance with its terms and that the Merger constitutes a "Qualified Corporate Acquisition" as defined therein; (ix) This Agreement and the Andrx Merger Parent shall have received the Required Andrx Stockholder Voteresignations, effective as of the Closing, of each director and officer of the Company; (x) Andrx the Parent shall have received from Xxxxxx Xxxxxxxx LLP an opinion (the "Andrx Closing Tax Opinion") to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear Company's minute books and Andrx, and dated the Closing Datestock registries; (xi) New Andrx and Cybear all Stockholders shall have entered into and delivered to the Tax Sharing Agreement Parent a certificate in the form attached hereto as Exhibit C 4 confirming that (A) they are an Accredited Investor and (B) all existing obligations between the "Tax Sharing Agreement"); andCompany and such 44 Persons for borrowed money, advances, and other non-salary, non-wage, non-commission and non-bonus arrangements (other than reimbursements for reasonable expenses incurred in connection with the Company's Board of Directors meetings) have been settled and discharged; (xii) all Stockholders shall have entered into a written consent of the Company's stockholders in form and substance reasonably acceptable to the Parent authorizing the Merger and the transactions contemplated herein, with at least 80% of the Stockholders entering into the consent directly and not by way of the proxy contained in the Investors' Rights Agreement, and the majority of the Company's stockholders of each other class or series of Company Stock required to approve the Merger shall have entered into such written consent resolution, with at least 50% of the Company's stockholder of each class or series except the Company's Series B Preferred Stock entering into the consent directly and not by way of the proxy contained in the Investors' Rights Agreement; (xiii) all actions to be taken by Cybear the Company Indemnifying Parties in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance substance, and as relevant delivered, to New Andrx. New Andrxthe Parent; (xiv) nothing shall have occurred after the date of this Agreement which, Andrx in the Parent's reasonable opinion, would have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of the Company; (xv) Parent shall have received from the Company a properly executed statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Treasury Regulation Sections 1.897-2(h)(1)(i) and 1.1445-2(c)(3) and the Merger Subs Company provide evidence (in such form as may be reasonably requested by counsel to Parent) that the Company has delivered to the Internal Revenue Service the notification required under Treasury Regulation Section 1.897-2(h)(2); (xvi) except for the UCC-1 Financing Statement in favor of BCL Capital relating to leased office equipment, all UCC-1 financing statements naming the Company as debtor shall have been terminated or UCC-3 termination statements, duly executed by the secured parties, shall have been delivered to the Parent with respect to any Security Interests in the Company's assets; (xvii) all Stock Options and Warrants shall have been exercised, cancelled, accelerated, terminated or otherwise have expired and are of no force or effect (except with respect to certain Warrants, which shall no longer be exercisable for any shares or otherwise); (xviii) Stockholders holding one hundred percent (100%) of the outstanding Company Series F Preferred Shares as at the Closing shall have tendered delivery of their Company Series F Preferred Shares; (xix) all individuals receiving Management Bonuses shall have entered into and delivered to the Parent a certificate confirming that all existing obligations between the Company and such individual for borrowed money, advances and other arrangements (other than salary, wages, commissions, bonuses, expense reimbursements (for reasonable expenses incurred in the Ordinary Course of Business) and reimbursements for reasonable expenses incurred in connection with the Company's Board of Directors meetings) have been settled and discharged; and (xx) the Company shall have entered into the Certificate of Merger. The Parent may waive any condition specified in this Section 6(a8(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS. Conditions of Obligation of the Purchaser The obligation of New Andrx, Andrx and the Merger Subs Purchaser to consummate the transactions to be performed by it the Purchaser in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 Sections 6 and 7 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear each of the Pre-Closing Covenants set forth in Section 11, above shall have been satisfied; (iii) the Selling Parties shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; (iv) the Company shall have procured all of the third party consents required in order to effect the Closing; (v) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation Purchaser to own the former assets, to operate the former businesses, Sellers Shares and to control the former Subsidiaries of CybearCompany, or (D) affect adversely the right of any of the former Subsidiaries of Cybear Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (vi) Cybear the Selling Parties shall have delivered to New Andrx the Purchaser a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that (A) each of the conditions specified above in Section 7(a)(i)-(v13(a)(i)-(v) is satisfied in all respectsaspects, and (B) as of the Closing, except as otherwise provided in this Agreement, the Company has no Liabilities; (vii) the S-4 Registration Statement Purchaser shall have become effective under received an opinion of counsel customary for transactions of this type that covers, among other things, that the Securities Act;Sellers Shares being delivered pursuant to this Agreement were validly issued, are fully paid and non-assessable and are being delivered to the Purchaser in a private transaction not involving any public offering in compliance with applicable Federal and state securities laws. (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers Purchaser shall have been approved for listing on received the Nasdaq National Marketresignations, subject effective as of the Closing Date, of each current director of the Company and the Purchaser shall have received the resignations, effective as of the Closing Date, of each officer of the Company. The Board of Directors of the Purchaser shall direct that the Designees specified by the Purchaser and named and described in Form 14f-1, as filed with the SEC shall be appointed as Directors of the Company and any officers of the Company who may be lawfully appointed to official notice the newly designated Board of issuanceDirectors of the Company shall be nominated and elected; (ix) This Agreement and Except as otherwise set forth in this Agreement, there shall not have been any occurrence, event, incident, action, failure to act, or transaction since January 31, 2007 which has had or is reasonably likely to cause a material adverse effect on the Andrx Merger shall have received business, assets, properties, financial condition, results of operations or prospects of the Required Andrx Stockholder VoteCompany; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (The Purchaser has fully completed its business, accounting and legal Due Diligence review of the "Andrx Closing Tax Opinion") Company, and the results thereof are completely satisfactory to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing DatePurchaser; (xi) New Andrx and Cybear the Purchaser shall have entered into received such pay-off letters and releases relating to Liabilities as they shall have requested and such pay-off letters shall be in form and substance satisfactory to the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); andPurchaser; (xii) the Purchaser shall have conducted UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company; (xiii) the Company shall have delivered its Certificate of Incorporation and bylaws, both as amended to the Closing Date, certified by the Secretary of the Company, resolutions adopted by the Board of Directors of the Company authorizing this Agreement and the transactions contemplated hereby and the Company shall have delivered to the Purchaser the Company’s original minute book and corporate seal and all other original corporate documents and agreements; (xiv) the Company shall deliver to the Purchaser a Certificate of Good Standing in respect of the Company issued by the Delaware Secretary of State dated no earlier than sixty (60) days prior to the Closing. (xv) all actions to be taken by Cybear the Selling Parties in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrxthe Purchaser; and (xvi) At the Closing, there shall be no more than 1,112,525 shares of the Company issued and outstanding other than shares held by the Purchaser on a pro-forma basis under this Agreement. New Andrx, Andrx and the Merger Subs The Purchaser may waive any condition specified in this Section 6(a13(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of lawClosing in writing executed by the Purchaser.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBS. Conditions of Obligation of the Purchaser The obligation of New Andrx, Andrx and the Merger Subs Purchaser to consummate the transactions to be performed by it the Purchaser in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date; (ivii) Cybear each of the Pre-Closing Covenants set forth above shall have been satisfied; (iii) the Selling Parties shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; (viv) no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right of the Cybear Surviving Corporation Purchaser to own the former assets, to operate the former businesses, Selling Parties Shares and to control the former Subsidiaries of CybearCompany, or (D) affect adversely the right of any of the former Subsidiaries of Cybear Company to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viviii) Cybear The Purchaser shall have delivered to New Andrx a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to received the effect that each resignations, effective as of the conditions specified above in Section 7(a)(i)-(vClosing Date, of each officer and Director of the Company, currently R. Xxxxxx Xxxx and Xxxxxxx Xxxxxxx and the appointment of the designee(s) is satisfied in all respects; (vii) of the S-4 Registration Statement Purchaser. In addition, each officer and director shall have become waive any accrued compensation if any due said officers and directors as of the closing date. Said resignations shall be effective under 10 days after the Purchaser files a Form 14f with the Securities Act; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance;Exchange Commission. (ix) This Agreement and Except as otherwise set forth in this Agreement, there shall not have been any occurrence, event, incident, action, failure to act, or transaction which has had or is reasonably likely to cause a material adverse effect on the Andrx Merger shall have received business, assets, properties, financial condition, results of operations or prospects of the Required Andrx Stockholder VotePurchaser; (x) Andrx shall have received from Xxxxxx Xxxxxxxx LLP an opinion (The Purchaser has completed its business, accounting and legal Due Diligence review of the "Andrx Closing Tax Opinion") Company, and the results thereof are completely satisfactory to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and Andrx, and dated the Closing DatePurchaser; (xi) New Andrx and Cybear the Purchaser shall have entered into deliver to selling parties a Certificate of Good Standing of the Tax Sharing Agreement attached hereto as Exhibit C Purchaser issued by the Nevada Secretary of State dated no earlier than sixty (60) days prior to the "Tax Sharing Agreement"); andClosing. (xii) all actions to be taken by Cybear the Selling Parties in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx. New Andrx, Andrx the Purchaser; and the Merger Subs The Purchaser may waive any condition specified in this Section 6(a13(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of lawClosing in writing executed by the Purchaser.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of the Purchaser and the Purchaser ----------------------------------------------------------- Subsidiary. The obligation of New Andrx, Andrx each of the Purchaser and the Merger Subs Purchaser Subsidiary ---------- to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver by Purchaser or Purchaser Subsidiary of the following conditionsconditions at or prior to the Closing Date: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Requisite Stockholder VoteApproval; (ii) Cybear the Target and its Subsidiaries shall have procured all of the third third-party consents specified in Section 6(b(S)5(b) aboveabove which are applicable to the Target and its Subsidiaries; (iii) the representations and warranties set forth in Section 3 (S)3 above shall be true and correct in all material respects at and as of the Closing Date, except for (A) changes contemplated by this Agreement, (B) those representations and warranties which address matters only as of a particular date (which shall have been true and correct as of such date); (iv) Cybear the Target shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (v) no court neither any statute, rule, regulation, order, stipulation or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or arbitrator injunction (each an "Order") shall have be enacted, issued, promulgated, ----- entered, enforced or entered deemed applicable to the Merger nor any injunctionother action shall have been taken by any governmental authority, judgment, order, decree, ruling, administrative agency or charge which would court of competent jurisdiction (A) prevent which prohibits the consummation of any of the transactions contemplated by this Agreement, the Merger; (B) cause which prohibits the Purchaser's or the Purchaser Subsidiary's ownership or operation of all or any material portion of their or the Target's business or assets, or which compels the Purchaser or the Purchaser Subsidiary to dispose of or hold separate all or any material portion of the Purchaser's or the Purchaser Subsidiary's or the Target's business or assets as a result of the transactions contemplated by this Agreement to be rescinded following consummation, the Merger; (C) affect adversely which makes the right purchase of, or payment for, some or all of the Cybear Surviving Corporation to own the former assets, to operate the former businesses, and to control the former Subsidiaries of Cybear, Target Shares illegal; or (D) affect adversely which imposes material limitations on the ability of the Purchaser or the Purchaser Subsidiary to acquire or hold or to exercise effectively all rights of ownership of Target Shares, including, without limitation, the right to vote any Target Shares purchased by the Purchaser on all matters properly presented to the Target Stockholders; or (E) which imposes any limitations on the ability of the Purchaser or the Purchaser Subsidiary, or any of their respective Subsidiaries, effectively to control in any material respect the former Subsidiaries business or operations of Cybear to own the Target or any of its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect)Subsidiaries; (vi) Cybear the Target shall have delivered to New Andrx the Purchaser and the Purchaser Subsidiary a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(v(S)6(a)(i)-(S)6(a)(iv) is satisfied in all respects; provided, however, with respect to (S)6(a)(i), the Target shall only be required -------- ------- to certify that this Agreement and the Merger received the Requisite Stockholder Approval of the Target Stockholders; (vii) all applicable waiting periods (and any extensions thereof) under the S-4 Registration Statement Xxxx-Xxxxx-Xxxxxx Act shall have become effective under expired or otherwise been terminated, and the Securities ActParties shall have received all other material authorizations, consents and approvals of governments and governmental agencies referred to in (S)3(d) and (S)4(d) above; (viii) the New Andrx Common Stock and Cybear Tracking Common Stock Purchase Warrant shall have been exercised in full, provided, that will such exercise may be conditioned upon the effectiveness of -------- the Merger; (ix) the Purchaser Shares to be issued in the Mergers Merger shall have been approved upon official notice of issuance for listing quotation on the Nasdaq National MarketNasdaq, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote;; and (x) Andrx the Registration Statement shall have received from Xxxxxx Xxxxxxxx LLP an opinion (been declared effective by the "Andrx Closing Tax Opinion") SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened by the SEC. Subject to the effect that provisions of applicable law, the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) addressed to Cybear and AndrxPurchaser Subsidiary may waive, and dated the Closing Date; (xi) New Andrx and Cybear shall have entered into the Tax Sharing Agreement attached hereto as Exhibit C (the "Tax Sharing Agreement"); and (xii) all actions to be taken by Cybear in connection with consummation of the transactions contemplated hereby and all certificateswhole or in part, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New Andrx. New Andrx, Andrx and the Merger Subs may waive any condition specified in this Section 6(a(S)6(a) if it executes they execute a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.

Conditions to Obligation to Close. (a) CONDITIONS TO OBLIGATION OF NEW ANDRX, ANDRX AND MERGER SUBSConditions to Obligation of AHC. The obligation of New Andrx, Andrx and the Merger Subs AHC to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) this Agreement and the Cybear Merger shall have received the Required Cybear Stockholder Vote; (ii) Cybear and its Subsidiaries shall have procured all of the third party consents specified in Section 6(b) above; (iii) the representations and warranties set forth in Section 2(a) and Section 3 above shall be true and correct in all material respects at and as of the Closing DateDate (except to the extent such representations and warranties are by their express provisions made as of a specific date, in which they shall be true and correct in all material respects as of the specified date); (ivii) Cybear the Sellers shall have performed and complied with all of its their covenants hereunder in all material respects through the Closing; (viii) AG and its Subsidiaries shall have procured all of the third party consents specified in Section 4(b) above; (iv) no action, suit, or proceeding shall be pending or to AG and Seller's Knowledge threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator shall have enacted, issued, promulgated, enforced or entered any wherein an unfavorable injunction, judgment, order, decree, ruling, or charge which would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the in a material adverse manner right of the Cybear Surviving Corporation AHC to own the former assets, to operate the former businesses, AG Capital Stock and to control the former Subsidiaries of CybearAG and its Subsidiaries, or (D) affect adversely in a material adverse manner the right of any of the former AG and its Subsidiaries of Cybear to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (viv) Cybear the Sellers shall have delivered to New Andrx AHC a certificate signed by Xx. Xxxxxx X. Goldman and Xxxx Xxxxxxxx to the effect that each of the conditions specified above in Section 7(a)(i)-(vSections 6(a)(i)(ii) is and (iv), to the extent said sections apply to the Sellers, are satisfied in all respects; (viivi) the S-4 Registration Statement relevant parties shall have become effective under entered into an Employment Agreement with Xxx Xxxxxxxxxx. in form and substance as set forth on Exhibit C attached hereto and the Securities Actsame shall be in full force and effect; (viiivii) the New Andrx Common Stock and Cybear Tracking Common Stock that will be issued in the Mergers shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (ix) This Agreement and the Andrx Merger shall have received the Required Andrx Stockholder Vote; (x) Andrx AHC shall have received from Xxxxxx Xxxxxxxx LLP counsel to each of the Sellers and AG an opinion (the "Andrx Closing Tax Opinion") in form and substance reasonably acceptable to the effect that the Andrx Merger should constitute a tax-free reorganization pursuant to Code Section 368(a)(1)(A) AHC, addressed to Cybear and AndrxAHC, and dated as of the Closing Date; (xiviii) New Andrx and Cybear AHC shall have entered into received the Tax Sharing Agreement attached hereto resignations, effective as Exhibit C of the Closing, of each director and officer of AG and its Subsidiaries other than those whom AHC shall have specified in writing at least five business days prior to the Closing; (ix) AG shall have delivered to AHC unaudited consolidated and consolidating balance sheet and statement of income and cash flow prepared in accordance with HGB for the calendar month ended within 30 days of the Closing Date ("Tax Sharing AgreementAG Closing Financials"); and; (xiix) AG shall have, to AHC's satisfaction obtained, when appropriate, any and all releases for any Security Interests and delivered copies of same to AHC, or in the alternative, written agreements from the holders of any Security Interests that upon receipt of any owed amounts to such persons, the holder of the Security Interest shall cooperate with AHC to release all Security Interests; (xi) all actions to be taken by Cybear the Sellers and/or AG in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to New AndrxAHC. New Andrx, Andrx and the Merger Subs AHC may waive any condition specified in this Section 6(a) if it executes a writing so stating at or prior to the Closing, except where such condition may not be waived as a matter of law.