Common use of CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT Clause in Contracts

CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT. As an additional condition to the obligation of Parent and Purchaser to consummate the transactions contemplated hereby (which condition may be waived by Parent, as to itself and Purchaser, in whole or in part, and which shall be deemed to have been waived in whole if the Closing occurs), Parent and Purchaser must have received the following documents, dated the Closing Date: (a) A copy, certified by an authorized officer of Seller, of resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and all other agreements, documents and instruments relating hereto and the consummation of the transactions contemplated hereby; (b) A bill of sale for the Acquired Xxxets and such other bills of sale and assignments, in form and substance reasonably satisfactory to counsel for Purchaser, covering items of tangible and intangible personal property included in the Acquired Assets; (c) Certificates of title to the motor vehicles identified on Schedule 1.1(i) hereto, duly endorsed, completed and acknowledged for transfer; (d) General warranty deeds to the Owned Real Property and the Real Property Improvements; (e) The Transition Services Agreement; (f) The Escrow Agreement; (g) A lease, on terms acceptable to Purchaser and Seller, under which Purchaser leases the Cedarburg Facility from Seller (the "Cedarburg Lease"); (h) The consents set forth on Schedule 6.2(h) (the "Material Consents"); (i) One or more instruments assigning the Real Property Leases to Purchaser and providing for the assumption by Purchaser of Seller's obligations thereunder pursuant to the Instrument of Assumption (collectively, the "Lease Assignment"); and (j) Such further documents and instruments of sale, transfer, conveyance, assignment or delivery covering the Acquired Assets or any part thereof as Purchaser may reasonably require to assure the sale and assignment of the Acquired Assets as contemplated by this Agreement.

CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT. As an additional condition The obligation of Purchaser and Parent to consummate the Closing is subject to the obligation satisfaction or waiver in a writing (which waiver shall not be considered a waiver of Parent any other provision of this Agreement unless it specifically so states) of the following further conditions: (a) The Real Property Lease Agreement, the Escrow Agreement, the Intellectual Property License Agreement, the Transition Services Agreement, the Supply Agreement, the Distribution Services Agreement, and Purchaser the RMA Services Agreement, each in the form attached hereto, and each of the other Ancillary Agreements, shall have been executed and delivered by the parties thereto (other than Purchaser), shall be in full force and effect and all transactions thereunder contemplated to have been consummated on the Closing Date shall have been consummated, or shall be in a position to be consummated concurrently with the Closing; (i) Seller shall have performed in all material respects its obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties of Seller contained in this Agreement (other than the representations and warranties contained in Section 4.14, which shall be updated to reflect any changes occurring between the date hereof and the Closing Date) ) and in any certificate or other writing delivered by Seller pursuant hereto shall be true at and as of the Closing Date, as if made at and as of such date, (iii) since May 31, 2000, there shall have been no material adverse effect on (x) the business, liabilities, assets or condition (financial or otherwise) of the Acquired Operations, taken as whole, or the ability of the Acquired Operations to be operated after the Closing, except any such effect resulting from or arising in connection with changes in regulatory or political conditions or (y) Seller's ability to consummate the transactions contemplated hereby hereby, including Seller's ability to satisfy its obligations under the Supply Agreements, whether or not resulting from or arising in connection with changes in economic, regulatory or political conditions and (which condition may be waived iv) Purchaser shall have received a certificate signed by Parentan officer of Seller to the foregoing effect; (c) subject to Section 2.5, as to itself and Purchaserall Seller Required Consents, in whole or in part, and each of which shall be deemed in form and substance reasonably satisfactory to Purchaser, shall have been waived in whole if the Closing occurs), Parent and Purchaser must have received the following documents, dated the Closing Date:obtained by Seller; (ad) A copyactions by or in respect of or filings with any governmental body, certified by an authorized officer of Selleragency, of resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and all other agreements, documents and instruments relating hereto and official or authority required to permit the consummation of the transactions contemplated hereby;Closing to have been taken, made or obtained by Seller shall have been taken, made or obtained by Seller, except for any such actions or filings the failure to take, make or obtain would not reasonably be expected to have a Seller Material Adverse Effect. (be) A bill Purchaser shall have received an opinion on behalf of sale for Seller, dated as of the Acquired Xxxets and such other bills of sale and assignmentsClosing Date, from counsel to Seller, in form and substance reasonably satisfactory to counsel for Purchaser, covering items of tangible and intangible personal property included in the Acquired Assets; (c) Certificates of title to the motor vehicles identified on Schedule 1.1(i) hereto, duly endorsed, completed and acknowledged for transfer; (d) General warranty deeds to the Owned Real Property and the Real Property Improvements; (e) The Transition Services Agreement; (f) The Escrow AgreementPurchaser shall have received all documents it may reasonably request relating to the existence of Seller and the authority of Seller to enter into this Agreement and the Ancillary Agreements, and to perform its obligations hereunder and thereunder, all in form and substance reasonably satisfactory to Purchaser; (g) A leaseSeller shall have completed at or prior to the Closing Date testing, reasonably satisfactory to Purchaser, regarding the installation of a separate enterprise resource planning application, including a separate instance of SAP (systems, applications and products), for the support of the Acquired Operations during the period covered by the Transition Services Agreement, which shall be a direct copy of the Seller's SAP installation and which, together with access to Seller's distribution and shipping module, shall allow Purchaser to perform its distribution and shipping functions for Seller through the utilization of Seller's SAP system, which enterprise resource planning application shall be operation by the close of business on terms acceptable to Purchaser and SellerOctober 2, under which Purchaser leases the Cedarburg Facility from Seller (the "Cedarburg Lease")2000; (h) The consents set forth Purchaser shall have received financing to consummate the purchase of the Acquired Assets on Schedule 6.2(h) (the "Material Consents");commercially reasonable terms in an amount not less than $75,000,000; and (i) One any Permits that are necessary to operate the Acquired Operations and the failure to obtain such Permit will have a materially adverse effect on the Acquired Operations shall have been transferred to, or more instruments assigning obtained by Seller on behalf of Purchaser, as the Real Property Leases case may be, each in form and substance reasonably satisfactory to Purchaser and providing for the assumption by Purchaser of Seller's obligations thereunder pursuant to the Instrument of Assumption (collectively, the "Lease Assignment")Purchaser; and (j) Such further documents Purchaser shall have received the Purchaser Required Consent set forth as item 2 to SCHEDULE 5.5, and instruments of sale, transfer, conveyance, assignment or delivery covering the Acquired Assets or any part thereof as Purchaser may a lock up letter from Seller in form and substance reasonably require satisfactory to assure the sale and assignment of the Acquired Assets as contemplated by this AgreementPurchaser's underwriters.

CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT. As an additional condition The obligations of Purchaser and Parent under this Agreement are subject to the obligation satisfaction (or, if applicable, waiver in the sole discretion of Parent and Purchaser to consummate the transactions contemplated hereby (which condition may be waived by ParentPurchaser, except as to itself and Purchaser, the condition described in whole Section 13.2(c) which cannot be waived) on or in part, and which shall be deemed to have been waived in whole if the Closing occurs), Parent and Purchaser must have received the following documents, dated before the Closing Date, of each of the following conditions: (a) A copy, certified by an authorized officer of Seller, of resolutions All of the board of directors of Seller authorizing the execution, delivery covenants and performance of agreements required by this Agreement to be complied with and performed by Seller on or before the Closing Date shall have been duly complied with and performed in all other material respects; provided, however, that the obligations of Purchaser and Seller under this Agreement are subject to this condition only if Seller materially breaches such covenants and agreements, documents the party discovering such breach provides written notice of such breach describing such breach with sufficient particularity promptly to the other parties and instruments relating hereto Seller is unable to cure such breach in all material respects prior to the Closing which period shall be extended by additional thirty (30) day periods so long as Seller makes good faith efforts to cure such breach. In the event any cure period extends beyond the Closing Date, the Closing Date shall be the date Seller cures the related breach or such date mutually agreeable to the parties. Purchaser or Parent may not terminate this Agreement or refuse to proceed to Closing during any cure period and must proceed to Closing within a reasonable time after the consummation of the transactions contemplated herebyrelated breach is cured; (b) A bill of sale for the Acquired Xxxets The representations and such warranties made by Seller herein and in any certificate or other bills of sale and assignments, in form and substance reasonably satisfactory to counsel for Purchaser, covering items of tangible and intangible personal property included in the Acquired Assets; (c) Certificates of title to the motor vehicles identified on Schedule 1.1(i) hereto, duly endorsed, completed and acknowledged for transfer; (d) General warranty deeds to the Owned Real Property and the Real Property Improvements; (e) The Transition Services Agreement; (f) The Escrow Agreement; (g) A lease, on terms acceptable to Purchaser and Seller, under which Purchaser leases the Cedarburg Facility from Seller (the "Cedarburg Lease"); (h) The consents set forth on Schedule 6.2(h) (the "Material Consents"); (i) One or more instruments assigning the Real Property Leases to Purchaser and providing for the assumption by Purchaser of Seller's obligations thereunder document delivered pursuant to the Instrument of Assumption (collectivelyprovisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects, the "Lease Assignment"); and (j) Such further documents on and instruments of sale, transfer, conveyance, assignment or delivery covering the Acquired Assets or any part thereof as Purchaser may reasonably require to assure the sale and assignment of the Acquired Assets Closing Date, with the same force and effect as contemplated though such representations and warranties had been made on the Closing Date; provided, however, that the representations and warranties made by this Agreement.Seller herein or in any certificate or other document delivered pursuant to the provisions hereof shall be deemed to be true and correct in all material respects on and as of the Closing Date, with the same force and effect as though made on the Closing Date, unless the failure to be so true and correct will have a Material Adverse Effect;

CONDITIONS TO OBLIGATIONS OF PURCHASER AND PARENT. As an additional condition to the obligation of Parent and Purchaser to consummate the transactions contemplated hereby (which condition may be waived by Parent, as to itself and Purchaser, in whole or in part, and which shall be deemed to have been waived in whole if the Closing occurs), Parent and Purchaser must have received the following documents, dated the Closing Date: (a) A copy, certified by an authorized officer of Seller, of resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and all other agreements, documents and instruments relating hereto and the consummation of the transactions contemplated hereby; (b) A bill xxxx of sale for the Acquired Xxxets Assets and such other bills of sale and assignments, in form and substance reasonably satisfactory to counsel for Purchaser, covering items of tangible and intangible personal property included in the Acquired Assets; (c) Certificates of title to the motor vehicles identified on Schedule 1.1(i) hereto, duly endorsed, completed and acknowledged for transfer; (d) General warranty deeds to the Owned Real Property and the Real Property Improvements; (e) The Transition Services Agreement; (f) The Escrow Agreement; (g) A lease, on terms acceptable to Purchaser and Seller, under which Purchaser leases the Cedarburg Facility from Seller (the "Cedarburg Lease"); (h) The consents set forth on Schedule 6.2(h) (the "Material Consents"); (i) One or more instruments assigning the Real Property Leases to Purchaser and providing for the assumption by Purchaser of Seller's obligations thereunder pursuant to the Instrument of Assumption (collectively, the "Lease Assignment"); and (j) Such further documents and instruments of sale, transfer, conveyance, assignment or delivery covering the Acquired Assets or any part thereof as Purchaser may reasonably require to assure the sale and assignment of the Acquired Assets as contemplated by this Agreement.