Common use of Conditions to Obligations of the Buyers Clause in Contracts

Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyers in their sole discretion: (a) Other than the representations and warranties of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the representations and warranties of the Sellers contained in this Agreement or any certificate delivered pursuant hereto shall be true and correct as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations shall be true and correct in all respects as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except for de minimis inaccuracies. The Endo Companies shall have, in all material respects, performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them prior to or at the Closing. (b) The Buyers shall have received an executed counterpart of each document listed in Section 2.10(b) and Section 2.10(c) signed by each party other than the Buyers (to the extent applicable). (c) The Bankruptcy Court shall have approved and authorized the assumption and assignment of the Transferred Contracts. (d) After the date hereof, there shall not have occurred and be continuing any changes, effects or circumstances constituting a Material Adverse Effect. (e) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or results of operations of the Business, shall have been transferred to or obtained by the Buyers, directly or indirectly through the transfer of the Transferred Equity Interests, and the Buyers shall have received applicable documentation or certifications reasonably necessary to evidence the transfer or receipt (as the case may be) of such Regulatory Approvals or Products Approvals; provided, however, that this condition shall be deemed satisfied with respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof to the extent that the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect of the applicable Product in reliance on the arrangements contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtained. (f) The transfer of all Equity Interests (including any compulsorily convertible instruments) in the Specified Subsidiaries (other than the Transferred Equity Interests) prior to Closing in accordance with applicable Law and pursuant to receipt of the FDI Approval shall have been completed.

Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or the Buyers’ waiver, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyers in their sole discretion: (a) Other than the representations and warranties of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the The representations and warranties of the Sellers contained in this Agreement Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any certificate delivered pursuant hereto similar standard or qualification, shall be true true, correct and correct not misleading at and as of the Closing Date, or in the case all material respects as though such representations and warranties were made at and as of such time (other than such representations and warranties that are made expressly speak only as of a specified datean earlier date or time, in which case such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true earlier date or time). (b) The Sellers shall have duly performed and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations shall be true and correct in all respects as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except for de minimis inaccuracies. The Endo Companies shall have, complied in all material respects, performed all obligations and agreements and complied respects with all agreements, covenants and conditions required by this Agreement or any Ancillary Agreement and each of the other Transaction Documents to be performed or complied with by them prior to or at the Closing. (bc) All corporate proceedings required on the part of the Sellers in respect of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, shall have been duly completed with evidence reasonably satisfactory to the Buyers. (d) No injunction or restraining order which restrains or prohibits any transaction contemplated hereby shall have been issued by any Governmental Authority to any Seller, and be in effect. (e) All Consents that are listed on Section 4.03 of the Disclosure Schedules, except for Consents with respect to any Assigned Contracts, shall have been received and shall remain in effect, and executed counterparts thereof shall have been delivered to the Buyers prior to the Closing. For avoidance of doubt, the Sellers shall use their reasonable best efforts to obtain or satisfy, at the earliest practicable date, all Consents necessary to facilitate the full and expeditious transfer of the Assigned Contracts as of the Closing; and if any Consent with respect to any Assigned Contract has not been obtained as of the Closing Date, the Sellers shall take such actions and enter into such arrangements with the Buyers as are contemplated by Section 2.07 of this Agreement. (f) There shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (g) All conditions precedents to the closings under the Transaction Documents required on the part of the Sellers shall have been satisfied or waived by the applicable Buyer. (h) All Encumbrances relating to the Purchased Assets shall have been released in full, other than Permitted Encumbrances, and the Sellers shall have delivered to the Buyers written evidence, in form satisfactory to the Buyers in their sole discretion, of the release of such Encumbrances; and all Purchased Assets are in good operating conditions and repair. (i) The Buyers shall have received (i) certificates, dated the Closing Date and signed by a duly authorized officer of each Seller, that each of the conditions set forth in Sections 7.01(a), 7.01(b), 7.01(d), 7.01(e), 7.01(f) and 7.01(g) have been satisfied (the “Seller Closing Certificates”). (j) The Buyers shall have received certificates of the Secretary or an Assistant Secretary (or equivalent officer) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors and/or shareholders of such Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby. (k) The applicable Seller, the applicable designated Buyer Group Company and each of the Employment Dispatch Agencies shall have entered into an assignment agreement pursuant to which such Seller assigns to such designated Buyer Group Company, and each of such designated Buyer Group Company and such Employment Dispatch Agency acknowledges and agrees to such assignment of, the labor dispatching agreement between such Seller and such Employment Dispatch Agency with respect to the employment of all Personnel who are actively at work with such Seller as of the Closing Date. At least 80% of the Key Employees shall have been transferred, through the applicable Employment Dispatch Agencies, from the Sellers to the applicable Buyer Group Company as of the Closing Date pursuant to Section 6.04 of this Agreement, and shall have terminated the noncompetition, non-solicitation, confidential and inventions assignment agreement with the Sellers and entered into a noncompetition, non-solicitation, confidentiality, and inventions assignment agreement with such Buyer Group Company in the form attached hereto as Exhibit H. (l) The Buyers shall have received an executed counterpart opinion from Broad & Bright, PRC counsel to the Sellers, dated as of each document listed the Closing, in Section 2.10(bform and substance attached hereto as Exhibit I. (m) and Section 2.10(c) signed by each party other than The Sellers shall have delivered to the Buyers (to the extent applicable). (c) The Bankruptcy Court shall have approved and authorized the assumption and assignment of the Transferred Contracts. (d) After the date hereof, there shall not have occurred and be continuing any changes, effects such other documents or circumstances constituting a Material Adverse Effect. (e) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or results of operations of the Business, shall have been transferred to or obtained by the Buyers, directly or indirectly through the transfer of the Transferred Equity Interests, and instruments as the Buyers shall have received applicable documentation or certifications reasonably request and are reasonably necessary to evidence consummate the transfer or receipt (as the case may be) of such Regulatory Approvals or Products Approvals; provided, however, that transactions contemplated by this condition shall be deemed satisfied with respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof to the extent that the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect of the applicable Product in reliance on the arrangements contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtained. (f) The transfer of all Equity Interests (including any compulsorily convertible instruments) in the Specified Subsidiaries (other than the Transferred Equity Interests) prior to Closing in accordance with applicable Law and pursuant to receipt of the FDI Approval shall have been completed.

Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment, at or prior to the ClosingClosing or such earlier date expressly set forth below (and subject to application of Section 9.3), of each of the following conditions, any of which may be waived in writing by the Buyers in their sole discretion: (a) Other than As of the representations Closing Date, each Seller shall have performed its respective material obligations hereunder and warranties all deliveries to be made at Closing by such Seller (including, without limitation, pursuant to Section 7.1 and Section 7.3) shall have been tendered. (b) No Governmental Authority having issued any order or injunction, or taken any other action, restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, or having commenced any proceeding for the purpose of Sellers contained in Section 3.1 obtaining any such order or injunction. (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d)c) No provision of any applicable Law shall prohibit the consummation of the transactions contemplated by this Agreement, and Section 3.20 all Consents shall have been obtained or completed to the extent required by Law in connection with the transactions contemplated by this Agreement. (Brokersd) (the “Seller Fundamental Representations”)The Title Company shall have issued, the representations and warranties of the Sellers contained in this Agreement or any certificate delivered pursuant hereto shall be true and correct have irrevocably committed to issue, as of the Closing Date, the Title Policies upon receipt of payment of the premium therefor, subject only to the Permitted Exceptions. The Title Policies may contain any endorsements reasonably requested by Buyers; provided, that if the Title Company is unable or in unwilling to provide any of the case foregoing endorsements to Buyers’ Title Policies which are not on the Proforma Title Policies, Buyer shall nevertheless be obligated to proceed to the Closing of representations and warranties the transactions contemplated by this Agreement. Subject to the obligations of the Sellers under Article VII above, no Seller shall have any obligation to provide any affidavits, personal undertakings or title indemnities to the Title Company respecting the issuance of the Title Policies or any endorsements to the Title Policies; provided, that are made as of Sellers will provide the Title Company with a specified datecustomary owner’s affidavit (collectively, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to an “materiality” (including the word “materialOwner’s Affidavit”) or with respect to its Real Property, in form and substance as set out on Exhibit L with such other averments as may be reasonably required by the Title Company to delete all standard exceptions and to issue the Title Policies subject only to the Permitted Exceptions, and deliver such other documents, consents and resolutions as may be reasonably requested by the Title Company. (e) Subject to the terms of this Section, Sellers shall have delivered a tenant estoppel certificate (“Material Adverse Effect” set forth thereinTenant Estoppel Certificate”) would not, individually or from Tenants occupying in the aggregate, reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations shall be true one hundred percent (100%) of the leased and correct occupied rentable space in all respects the Real Properties, collectively, as of the Closing Date, either (i) substantially conforming to the form estoppel certificate attached to the applicable Lease, or (ii) in the case form attached hereto as Exhibit I. Each Tenant Estoppel Certificate, in order to be effective, must be dated no earlier than thirty (30) days prior to the Closing Date and must, to the extent the Tenant thereunder has a Purchase Right, expressly acknowledge that such Purchase Right has been waived, has expired or is inapplicable to the transactions contemplated by this Agreement. Each Tenant Estoppel Certificate must be completed to reflect the terms of the Lease and must not, unless expressly waived by Buyers in writing, disclose any material defaults or material breaches of the applicable Seller’s representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except for de minimis inaccuracies. The Endo Companies shall have, in all herein or disclose any other material respects, performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them prior to or at the Closing. (b) The Buyers shall have received an executed counterpart of each document listed in Section 2.10(b) and Section 2.10(c) signed by each party other than the Buyers (to the extent applicable). (c) The Bankruptcy Court shall have approved and authorized the assumption and assignment of the Transferred Contracts. (d) After the date hereof, there shall not have occurred and be continuing any changes, effects or circumstances constituting a Material Adverse Effect. (e) All Regulatory Approvals and Product Approvals adverse matter: (A) associated with for which Buyer could have direct liability under the Products applicable Lease as a breach or default on the part of “landlord” under such Lease, and (B) of which Buyer did not have Knowledge prior to the Effective Date. Sellers agree to use all commercially reasonable efforts to obtain and deliver to Buyers the executed Tenant Estoppel Certificates no later than the fifth (5th) Business Day prior to the Closing Date; provided if the executed Tenant Estoppel Certificates in the form required hereunder have not been received by such date, Sellers agree to continuing to use all commercially reasonable and diligent efforts to obtain and deliver the same to Buyers as soon as possible thereafter. If Sellers are able to deliver Tenant Estoppel Certificates that are sufficient as set forth above from Tenants under Leases where the Tenant has a Purchase Right and for at least eighty-five percent (85%) of the leased and occupied rentable space of the Real Property in the aggregate (inclusive of the space leased by Tenants where the Tenant has a Purchase Right) as of the Closing Date, but Sellers are unable to deliver any other Regulatory Approvals and Product Approvals Tenant Estoppel Certificate, Sellers may, but shall not be required to, satisfy the absence condition set forth in this Section 8.2(e) by delivery of which would be reasonably likely a landlord estoppel certificate in place thereof (“Landlord Estoppel Certificate”) for up to result in a material adverse effect on the Business, including the financial condition or results of operations remaining fifteen percent (15%) of the Business, shall have been transferred to or obtained by the Buyers, directly or indirectly through the transfer leased and occupied rentable space of the Transferred Equity InterestsReal Property in the aggregate (inclusive of the space leased by Tenants where the Tenant has a Purchase Right) as of the Closing Date, and which Landlord Estoppel Certificate shall be in substantially the Buyers shall have received applicable documentation or certifications reasonably necessary to evidence the transfer or receipt (same form as the case may be) of such Regulatory Approvals or Products ApprovalsTenant Estoppel Certificate; provided, however, that this condition if Sellers deliver any such Landlord Estoppel Certificate and subsequently obtains a Tenant Estoppel Certificate from the Tenant to which a Landlord Estoppel Certificate relates, Sellers shall be deemed satisfied with released from any obligations and liabilities thereunder or in respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof thereof to the extent that the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law and subject Tenant Estoppel Certificate is consistent with Law or past practice by or instructions provided by the relevant Governmental Authority torespective Landlord Estoppel Certificate. Notwithstanding anything to the contrary contained herein, Buyers or Sellers shall not be in default for failure to satisfy the Endo Companies condition set forth in respect of the applicable Product in reliance on the arrangements contemplated by, this Section 8.2(e) and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtained. (f) The transfer of all Equity Interests (including any compulsorily convertible instruments) in the Specified Subsidiaries (other than the Transferred Equity Interests) prior Buyer’s sole recourse for such failure shall be to Closing terminate this Agreement in accordance with applicable Law and pursuant Section 9.3 below to receipt of the FDI Approval shall have been completedextent such condition is not satisfied or waived in writing on or prior to the Outside Closing Date.

Conditions to Obligations of the Buyers. The obligations (a) There shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction in an Action against the Buyers to consummate consummation of the transactions contemplated hereby or by this Agreement any Transaction Document. (b) The Company shall be subject have executed and delivered the Registration Rights Agreement, dated as of the Closing Date. (c) The Company shall have filed the Certificate of Designations with the Secretary of State of the State of Delaware. (d) The Buyers shall have received a short-form good standing certificate relating to the fulfillmentCompany, at or prior to dated within ten Business Days of the Closing Date (with a bring down certificate dated as of the Closing), issued by the Secretary of each State of the following conditions, any State of which may be waived in writing by the Buyers in their sole discretion:Delaware. (ae) Other than the representations and warranties of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the The representations and warranties of the Sellers Company contained in this Agreement or any certificate delivered pursuant hereto Article III that are qualified as to materiality shall be true and correct as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be those not so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations qualified shall be true and correct in all material respects on and as of the Closing Date, or in with the case of representations and warranties that are made same effect as of a specified date, though such representations and warranties shall be true had been made on and correct as of the date of such specified date, except for de minimis inaccuracies. Closing. (f) The Endo Companies Company shall have, have performed and complied in all material respectsrespects with all agreements, performed all obligations and agreements and complied with all covenants and conditions required by contained in this Agreement or any Ancillary Agreement that are required to be performed or complied with by them prior to it on or at before the Closing. (bg) The Chief Executive Officer of the Company shall deliver to each Buyer at the Closing a certificate stating that the conditions specified in Sections 6.1(e), 6.1(f), and 6.1(g) have been fulfilled and stating that there shall have been no event which has resulted in a Company Material Adverse Effect since the date of the Financial Statements. (h) All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be duly obtained and effective as of the Closing. (i) All corporate and other proceedings in connection with the transactions contemplated hereby at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to Buyers’ counsel, and they shall have received all such counterpart original and certified or other copies of such documents as they may reasonably request. This may include, without limitation, good standing certificates and certification by the Company’s Secretary regarding the Company’s Certificate of Incorporation, the Certificate of Designations and By-laws and Board of Director and stockholder resolutions, if any, relating to this Agreement and the transactions contemplated hereby. (j) The Buyers shall have received from DLA Piper US LLP, counsel for the Company, an executed counterpart of each document listed in Section 2.10(b) and Section 2.10(c) signed by each party other than the Buyers (to the extent applicable). (c) The Bankruptcy Court shall have approved and authorized the assumption and assignment opinion, dated as of the Transferred Contracts. (d) After the date hereofClosing, there shall not have occurred and be continuing any changes, effects or circumstances constituting a Material Adverse Effect. (e) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or results of operations of the Business, shall have been transferred to or obtained by the Buyers, directly or indirectly through the transfer of the Transferred Equity Interests, and the Buyers shall have received applicable documentation or certifications reasonably necessary to evidence the transfer or receipt (as the case may be) of such Regulatory Approvals or Products Approvals; provided, however, that this condition shall be deemed satisfied with respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof to the extent that the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect of the applicable Product in reliance on the arrangements contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtained. (f) The transfer of all Equity Interests (including any compulsorily convertible instruments) in the Specified Subsidiaries (other than the Transferred Equity Interests) prior to Closing in accordance with applicable Law and pursuant to receipt of the FDI Approval shall have been completed.form attached hereto as Exhibit C.

Conditions to Obligations of the Buyers. The obligations of the Buyers at the Closing to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment, at satisfaction or waiver by the Buyers on or prior to the Closing, Closing Date of each of the following conditions, any of which may be waived in writing by the Buyers in their sole discretion: (a) Other than the representations and warranties Each of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the representations and warranties of the Sellers contained in this Agreement or any certificate delivered pursuant hereto shall be true and correct as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” other than those set forth therein) would notin Section 4.1(a), individually or in the aggregateSection 4.1(d), reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations Section 4.3 and Section 4.4), shall be true and correct in all respects respects, without giving effect to any materiality or Material Adverse Effect qualifications therein, on the date of this Agreement and on and as of the Closing DateDate as though made on and as of that date (or, if any such representation or in the case of representations and warranties that are warranty is expressly stated to have been made as of a specified specific date, as of such specific date), except where the failure of such representations and warranties to be so true and correct in all respects, either individually or in the aggregate, would not, or would not reasonably be expect to, have a Material Adverse Effect and the representations and warranties set forth in Section 4.1(a), Section 4.1(d), Section 4.3 and Section 4.4 shall be true and correct in all respects, on the date of this Agreement and on and as of such specified the Closing Date as though made on and as of that date, except for de minimis inaccuracies. The Endo Companies shall have, in all material respects, performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them prior to or at the Closing. (b) The Buyers Each of the obligations and covenants of the Sellers to be performed on or prior to the Closing Date shall have received an executed counterpart of each document listed been duly performed in Section 2.10(b) and Section 2.10(c) signed by each party other than all material respects or, if the Buyers (Sellers shall have failed to the extent applicable)so perform such obligations or comply with such covenants, such failures shall have been cured. (c) The Bankruptcy Court Restructuring Transaction shall have approved and authorized the assumption and assignment of the Transferred Contractsbeen consummated as contemplated herein. (d) After No Law shall have been enacted or promulgated by any Governmental Authority which prohibits the date hereofconsummation of the transactions contemplated by this Agreement, and there shall be no order or injunction of a court of competent jurisdiction or Governmental Authority in effect preventing the consummation of the transactions contemplated by this Agreement. (e) All applicable waiting periods under the Antitrust Filings, if any, with respect to the transactions contemplated hereby shall have expired or been terminated and all approvals or clearances with respect to all Antitrust Filings have been obtained. (f) Any authorizations, consents or approvals required to be obtained by the Sellers or the Company and its Subsidiaries from any Governmental Authority in connection with the consummation of the transactions contemplated herein shall have been obtained. (g) There shall not have occurred and be continuing any changes, effects or circumstances constituting a Material Adverse Effect. (eh) All Regulatory Approvals The Sellers shall have delivered all the items required by Sections 3.2 and Product Approvals 3.4(a) of this Agreement. (Ai) associated with The Escrow Agent shall have delivered the Products Escrow Agreement, executed by the Escrow Agent, to the Sellers and the Buyers. (Bj) There shall not be pending any other Regulatory Approvals and Product Approvals Proceeding by any Governmental Authority (i) challenging the absence acquisition by U.S. Buyer of which would be reasonably likely the U.S. Interests or by Dutch Buyer of the Dutch Interests, seeking to result in a material adverse effect restrain or prohibit the consummation of the transactions contemplated hereby or, seeking to place limitations on the Business, including the financial condition or results of operations ownership of the BusinessEquity Interests in the Company or any of its Subsidiaries, shall have been transferred (ii) seeking to prohibit or obtained limit the ownership or operation by the Buyers, directly Company or indirectly through by the transfer Buyers or any of their respective Subsidiaries of any portion of any business or of any assets of the Transferred Equity Interests, and Company or the Buyers shall have received applicable documentation or certifications reasonably necessary any of their respective Subsidiaries, in each case in any material respects or (iii) seeking to evidence obtain from the transfer Sellers or receipt (as the case may be) of such Regulatory Approvals or Products Approvals; provided, however, that this condition shall be deemed satisfied Buyers any damages with respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof to the extent that the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law and consistent with Law or past practice transactions contemplated by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect of the applicable Product in reliance on the arrangements contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services this Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtained. (f) The transfer of all Equity Interests (including any compulsorily convertible instruments) in the Specified Subsidiaries (other than the Transferred Equity Interests) prior to Closing in accordance with applicable Law and pursuant to receipt of the FDI Approval shall have been completed.

Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyers Crown in their its sole discretion: (a) Other than the representations and warranties of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the The representations and warranties of the Sellers contained in this Agreement or any certificate delivered pursuant hereto Article III shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein, except as set forth in Section 3.8(b)) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. . (b) The Seller Fundamental Representations Sellers shall be true and correct in all respects as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except for de minimis inaccuracies. The Endo Companies shall have, have performed in all material respects, performed respects all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them prior to or at the Closing. (bc) The Buyers Crown shall have received an executed counterpart of each document listed from the Sellers a certificate to the effect set forth in Section 2.10(bSections 6.3(a), (b), (e) and Section 2.10(c(f) signed by each party other than the Buyers (to the extent applicable). (c) The Bankruptcy Court shall have approved and a duly authorized the assumption and assignment of the Transferred Contractsofficer thereof. (d) After Crown shall have received a duly executed counterpart signature page from each Seller and each of its Affiliates party to the Framework Agreements and the Transition Services Agreement. (e) As of immediately prior to Closing, the Acquired Companies shall not be engaged in any dealings or transactions with any Person, or in any country or territory, subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control or a similar sanctions authority with jurisdiction (“Sanctions Targets”), including, for the avoidance of doubt, any contracts or agreements with or relating to any Sanctions Target, any assets (including inventory or accounts receivable) in connection with dealings with a Sanctions Target, or any payables, outstanding product orders or other Liabilities owed to or in connection with dealings with a Sanctions Target. (f) Since the date hereofof the Balance Sheet, there shall not have occurred and be continuing any changes, effects or circumstances constituting a Material Adverse Effect. (e) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or results of operations of the Business, shall have been transferred to or obtained by the Buyers, directly or indirectly through the transfer of the Transferred Equity Interests, and the Buyers shall have received applicable documentation or certifications reasonably necessary to evidence the transfer or receipt (as the case may be) of such Regulatory Approvals or Products Approvals; provided, however, that this condition shall be deemed satisfied with respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof to the extent that the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect of the applicable Product in reliance on the arrangements contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtained. (f) The transfer of all Equity Interests (including any compulsorily convertible instruments) in the Specified Subsidiaries (other than the Transferred Equity Interests) prior to Closing in accordance with applicable Law and pursuant to receipt of the FDI Approval shall have been completed.

Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyers in their sole discretion: (a) Other than the The representations and warranties of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “each Seller Fundamental Representations”), the representations and warranties of the Sellers contained in this Agreement or any Ancillary Agreement or any certificate delivered pursuant hereto shall be true and correct both when made and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to . Each Seller shall have a Material Adverse Effect. The Seller Fundamental Representations shall be true and correct in all respects as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except for de minimis inaccuracies. The Endo Companies shall have, in all material respects, performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them it prior to or at the Closing. The Buyers shall have received a certificate from the Sellers to the effect set forth in the preceding sentences, signed by Lxxxxxx. (b) The Buyers shall have received an executed counterpart each of each document listed in the closing deliverables required to be delivered by the Sellers pursuant to Section 2.10(b) and Section 2.10(c) signed by each party other than the Buyers (to the extent applicable2.7(c). (c) The Bankruptcy Court Required Consents, in forms reasonably acceptable to the Buyers, shall have approved and authorized the assumption and assignment of the Transferred Contractsbeen obtained. (d) After The Buyers shall have received the date hereof, there shall not have occurred and be continuing any changes, effects or circumstances constituting a Material Adverse Effectitems set forth in Schedule 7.3(d) attached hereto. (e) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or results of operations of the Business, shall have been transferred to or obtained by the Buyers, directly or indirectly through the transfer of the Transferred Equity Interests, and the The Buyers shall have received applicable documentation or certifications reasonably necessary to evidence a duly executed copy of an agreement between Food of Love and the transfer or receipt Television Food Network, G.P. (as the case may be) of such Regulatory Approvals or Products Approvals; provided“Food Network”), however, that this condition which shall be deemed satisfied with respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof provide for payments by the Food Network to the extent that Relationship Period Business of at least $1,000,000, in the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect of the applicable Product in reliance on the arrangements contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtainedaggregate. (f) The Buyers shall have received, in form reasonably acceptable to the Buyers, evidence of the transfer of all Equity Interests any Transferred Assets owned or held by any Related Party, including, but not limited to, the domain name “exxxxxx.xxx,” to the Sellers. (including any compulsorily convertible instrumentsg) in the Specified Subsidiaries (other than the Transferred Equity Interestsi) prior to Closing in accordance with applicable Law and pursuant to receipt of the FDI Approval The Buyers shall have been completedable to obtain the Key Man Policy and (ii) Lxxxxxx shall be living at the Closing.

Conditions to Obligations of the Buyers. The obligations obligation of the Buyers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, satisfaction or waiver at or prior to the Closing, of each Initial Closing of the following conditions, any of which may be waived in writing by the Buyers in their sole discretion: (a) Other than the representations and warranties Each of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the representations and warranties of the Sellers contained in this Agreement or any certificate delivered pursuant hereto shall be true and correct as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” Selling Parties set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations Article 3 shall be true and correct in all respects as of the Closing Datematerial respects, or in the case of provided, however, that representations and warranties that are made as qualified by concepts of a specified date, such representations and warranties materiality shall be true and correct in all respects, as of such specified date, the Initial Closing (except for de minimis inaccuracies. The Endo Companies shall have, in all material respects, performed all obligations and agreements and complied to the extent that any change therein is as a result of the transactions contemplated hereby) with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them prior to or at the same effect as though made on the date of the Initial Closing. (b) The Buyers Selling Parties shall have received an executed counterpart of each document listed performed in Section 2.10(b) and Section 2.10(c) signed all material respects all obligations required to be performed by each party other than the Buyers (them under this Agreement at or prior to the extent applicable)Initial Closing. (c) The Bankruptcy Court All necessary approvals of the holders of the outstanding preferred stock of Parent shall have approved been obtained without condition, and authorized the assumption shall be in full force and assignment of the Transferred Contractseffect. (d) After There shall be no Legal Proceedings under way or threatened by any Governmental Authority (or determinations by any Governmental Authority) or by any other Person challenging or in any manner seeking to restrict or prohibit the sale of the Shares contemplated hereby or the consummation of the Initial Closing or the transactions contemplated hereby, or to impose conditions that would be reasonably likely to have a Company Material Adverse Effect. (e) The Consolidated Net Equity shall be no less than the sum of (i) Twenty Million Dollars ($20,000,000) and (ii) any Debt Prepayment Amount. (f) Since the date hereof, there shall not have occurred and been any event, occurrence, development or state of circumstances or facts or change in the Company, the Company Subsidiaries or the Business that has had or that may be continuing any reasonably expected to have, either alone or together with all such events, occurrences, developments, states of circumstances or facts or changes, effects or circumstances constituting a Company Material Adverse Effect. (eg) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or results of operations of the Business, shall have been transferred to or obtained by the Buyers, directly or indirectly through the transfer of the Transferred Equity Interests, and the The Buyers shall have received applicable documentation or certifications reasonably necessary to evidence the transfer or receipt (opinion of Long Xxxxxxxx & Xxxxxx LLP, the Parent's United States counsel, dated as the case may be) of such Regulatory Approvals or Products Approvals; provided, however, that this condition shall be deemed satisfied with respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof to the extent that the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect of the applicable Product Initial Closing Date, substantially in reliance on the arrangements contemplated by, and on the terms consistent with, the provisions form of Section 5.16 and the applicable terms of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtainedExhibit E hereto. (h) The Buyers shall have received a certificate dated as of the date of the Initial Closing and signed on behalf of Company by the chief executive officer and chief financial officer of Parent, to the effect that the conditions to the Buyers' obligations set forth in Sections 8.1(a), (b), (c), (d), (e), (f) and (r) have been satisfied. (i) Parent and Law International shall have executed and delivered the Escrow Agreement to the Buyers. (j) The transfer of all Equity Interests (including any compulsorily convertible instruments) in the Specified Subsidiaries (other than the Transferred Equity Interests) prior to Closing in accordance with applicable Law and pursuant to receipt Buyers shall have received certified copies of the FDI Approval shall have been completedcharter documents of each of the Selling Parties, Xxxx UK, Xxxx Petermuller & Partners (Middle East) Ltd., Xxxx Petermuller & Partners (Europe) Ltd., Xxxx Overseas (Jersey) Ltd. and Xxxx Africa.

Conditions to Obligations of the Buyers. The obligations obligation of the Buyers to consummate purchase and pay for the Acquired Assets is subject to the satisfaction (or waiver by SCI, on behalf of the Buyers) on or prior to the Closing Date of the following conditions: (a) the representations and warranties of the Sellers set forth in Article II (i) that are qualified as to materiality or Business Material Adverse Effect shall be true and correct, and (ii) that are not so qualified shall be true and correct in all material respects (except for breaches as to matters that, individually or in the aggregate, could not reasonably be expected to have a Business Material Adverse Effect), in each case, at and as of the Closing Date as if made at and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case, on and as of such earlier date); (b) each Seller shall have materially performed or complied with the agreements and covenants required to be performed or complied with by it under this Agreement as of or prior to the Closing; (c) no action, suit or proceeding shall be pending by or before any Governmental Entity seeking to prevent consummation of the transactions contemplated by this Agreement and no judgment, order, decree, stipulation or injunction enjoining or preventing or making unlawful the consummation of the transactions contemplated by this Agreement shall be subject in effect; (d) the Parent shall have delivered to SCI the Parent Certificate; (e) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act and the foreign antitrust or trade regulation laws set forth on Schedule 5.1(e) shall have expired or otherwise been terminated; (f) the Sellers shall have (i) obtained all Governmental Consents and effected all Governmental Filings, in each case listed in Schedule 5.1(f)(i), (ii) obtained all Third Party Consents listed in Schedule 5.1(f)(ii) and (iii) fulfilled their obligations under Applicable Law with respect to the fulfillment, at or prior matters described in Section 4.2(c) above. (g) the Sellers shall have delivered to the Closing, of each SCI all of the following conditions, any of which may items specified to be waived in writing delivered by the Buyers in their sole discretion: (a) Other than the representations and warranties of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), 1.3(b) and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the representations and warranties of the Sellers contained in this Agreement or any certificate delivered pursuant hereto shall be true and correct as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations shall be true and correct in all respects as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except for de minimis inaccuracies. The Endo Companies shall have, in all material respects, performed all obligations and agreements and complied with all covenants and conditions other item expressly required by the terms of this Agreement or any Ancillary Agreement to be performed delivered by the Sellers at or complied with by them prior to or at the Closing.; (bh) The Buyers the Sellers shall have delivered to SCI evidence of the release of any Lien on any of the Acquired Assets; (i) SCI shall have received an executed counterpart such other customary certificates (such as certificates of each document listed good standing of the Sellers in Section 2.10(b) their jurisdictions of incorporation and Section 2.10(c) signed by each party other than the Buyers (certificates as to the extent applicable).incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; and (cj) The Bankruptcy Court shall have approved letters from SCI or the relevant Buyer to the Employees (including those Employees listed on Schedule 5.1(j) hereto), setting forth the terms of employment presented to the Employees and authorized reflecting the assumption and assignment of the Transferred Contracts. (d) After the date hereof, there shall not have occurred and be continuing any changes, effects or circumstances constituting a Material Adverse Effect. (e) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result Applicable Terms as described in a material adverse effect on the Business, including the financial condition or results of operations of the BusinessSchedule 9.1(a)-3, shall have been transferred to or obtained executed by the Buyers, directly or indirectly through the transfer of the Transferred Equity Interests, Requisite Employees and the Buyers delivered to SCI and such acceptances shall have received applicable documentation or certifications reasonably necessary to evidence the transfer or receipt (as the case may be) of such Regulatory Approvals or Products Approvals; provided, however, that this condition shall be deemed satisfied with respect to any given Regulatory Approval or Product Approval referenced remain in clause (A) or (B) hereof to the extent that the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law full force and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect of the applicable Product in reliance on the arrangements contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtainedeffect. (f) The transfer of all Equity Interests (including any compulsorily convertible instruments) in the Specified Subsidiaries (other than the Transferred Equity Interests) prior to Closing in accordance with applicable Law and pursuant to receipt of the FDI Approval shall have been completed.

Conditions to Obligations of the Buyers. The Buyers’ obligations of the Buyers to consummate complete the transactions contemplated by this Agreement shall be herein are subject to fulfillment on or before the fulfillment, at or prior to the Closing, Closing of each of the following conditions, any of which may be unless waived in writing by the Buyers in their sole discretionBuyers: (a) Other than the representations and warranties of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the a. The representations and warranties of the Company and each of the Sellers contained in this Agreement or any certificate delivered pursuant hereto shall respectively set forth herein will be true and correct at the Closing as though made at and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where as affected by the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to transactions contemplated hereby. b. The Sellers will have a Material Adverse Effect. The Seller Fundamental Representations shall be true and correct in all respects as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except for de minimis inaccuracies. The Endo Companies shall have, in all material respects, performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them prior to on or at before the Closing. c. The Company shall have cancelled all and any debt, liabilities and obligations incurred prior to the Closing, including those disclosed hereunder and in the Annual Report on Form 10-K for fiscal year ended September 30, 2015 filed with the Commission on November 27, 2015, before the Closing. x. Xxxxx shall deliver her resignation from all positions – officer and directorships – held in the Company (the “Resignation”) and the Company’s board of directors shall appoint (the “Appointment”) Xxxxxx Xxxxx as the Company’s sole director, Chairman, Chief Executive Officer and Chief Financial Officer (the “New Management”). e. This Agreement, the Resignation and the Appointment will have been approved by the Company’s Board of Directors. f. A letter to the Company’s transfer agent notifying them of the change in the Company’s management, as well as any other documents the transfer agent requires to accept instructions from and communicate with the New Management (collectively, the “Transfer Agent Letter”). g. The Company will have delivered to the Buyers the documents set forth below in form and substance reasonably satisfactory to counsel for the Buyers, to the effect that: (i) MTOO is a corporation duly organized, validly existing, and in good standing by providing a certificate of good standing from Nevada's Secretary of State dated within five (5) business days of the Closing; (ii) MTOO’s authorized capital stock is as set forth herein; (iii) Certified copies of the resolutions of the board of directors of MTOO authorizing the execution of this Agreement and the consummation hereof, as well as the Resignation and Appointment (the “Board Consent”); (iv) Any further document as may be reasonably requested by counsel to the Buyers in order to substantiate any of the representations or warranties of the Company and/or the Buyers set forth herein; (v) A certificate executed by an officer of MTOO, certifying the satisfaction of the conditions specified in Sections 5(a), (b) The and (e) relating to MTOO; (vi) a Secretary’s Certificate, dated the Closing Date certifying attached copies of (A) the Company’s current Articles of Incorporation, as amended, and Bylaws; (B) the Board Consent; and (C) the Transfer Agent Letter; and, (vii) each of this Agreement and any related agreement to which the Company or the Buyers shall are parties, duly executed. h. There will have received an executed counterpart occurred no material adverse change in the business, operations or prospects of each document listed in Section 2.10(b) and Section 2.10(c) signed MTOO. i. There must not have been or threatened by each party any Person, other than the Buyers Buyers, any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of, the extent applicable). Subject Shares or any other stock, voting, equity or ownership interest in, MTOO, or (cb) The Bankruptcy Court shall have approved and authorized the assumption and assignment is entitled to all or any portion of the Transferred ContractsSubject Shares. (d) After the date hereof, there shall not have occurred and be continuing any changes, effects or circumstances constituting a Material Adverse Effect. (e) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or results of operations of the Business, shall have been transferred to or obtained by the Buyers, directly or indirectly through the transfer of the Transferred Equity Interests, and the Buyers shall have received applicable documentation or certifications reasonably necessary to evidence the transfer or receipt (as the case may be) of such Regulatory Approvals or Products Approvals; provided, however, that this condition shall be deemed satisfied with respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof to the extent that the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect of the applicable Product in reliance on the arrangements contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtained. (f) The transfer of all Equity Interests (including any compulsorily convertible instruments) in the Specified Subsidiaries (other than the Transferred Equity Interests) prior to Closing in accordance with applicable Law and pursuant to receipt of the FDI Approval shall have been completed.

Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, satisfaction at or prior to the Closing, of each Closing of the following conditions, but compliance with any of which such conditions may be waived in writing by the Buyers in their sole discretionwriting: (a) Other than the representations and warranties of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the All representations and warranties of the Sellers Seller and Xxxxxx contained in this Agreement or any certificate delivered pursuant hereto shall be true and correct as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations shall be true and correct in all respects at and as of the Closing, without regard to any supplemental disclosure provided pursuant to Section 4.3, with the same effect as though such representations and warranties were made at and as of the Closing Date, or (rather than as of the Effective Date as provided in the case first paragraph of representations Article II). (b) The Seller and warranties that are made as of a specified date, such representations Xxxxxx have performed and warranties shall be true and correct as of such specified date, except for de minimis inaccuracies. The Endo Companies shall have, complied in all material respects, performed respects with all obligations the covenants and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them at or prior to or at the Closing. (bc) The Buyers shall have received an executed counterpart of each document All necessary Consents listed in Section 2.10(bSchedule 2.25(c) or required under any applicable Laws have been obtained and Section 2.10(c) signed by each party other than the Buyers (to the extent applicable). (c) The Bankruptcy Court shall have approved and authorized the assumption and assignment will be effective as of the Transferred ContractsClosing, and all necessary contractual or governmental notices have been given. (d) After The Buyers have approved of the date hereof, there shall not have occurred and calculation of the amount to be continuing any changes, effects or circumstances constituting a Material Adverse Effectdistributed under Section 4.1(e). (e) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or results of operations As of the BusinessClosing Date, shall have been transferred there is no pending or threatened litigation by any Person seeking to or obtained by the Buyers, directly or indirectly through the transfer enjoin any aspect of the Transferred Equity Interests, and the Buyers shall have received applicable documentation or certifications reasonably necessary to evidence the transfer or receipt (as the case may be) operation of such Regulatory Approvals or Products Approvals; provided, however, that this condition shall be deemed satisfied with respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof to the extent that the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect consummation of the applicable Product in reliance on the arrangements transactions contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services by this Agreement, until or otherwise affecting the applicable Regulatory Approval or Product Approval is transferred or obtainedPartnership. (f) As of the Closing Date, there has not occurred any Material Adverse Effect with respect to the Partnership since the Latest Balance Sheet Date. (g) The transfer Buyers have received evidence satisfactory to the Buyers in their sole and absolute discretion of all Equity Interests the release of the Partnership from any obligation concerning (including any compulsorily convertible instrumentsguarantee of) any Liability of the Seller or Xxxxxx and any indebtedness of the Partnership not reflected in the Specified Subsidiaries Latest Balance Sheet or incurred since the Latest Balance Sheet Date in the ordinary course of business and consistent with past practice. (h) The Seller has delivered to the Buyers executed UCC Termination Statements or other than releases satisfactory to the Transferred Equity Buyers in their sole and absolute discretion to evidence the release of any Liens on the assets of the Partnership or on the Purchased Interests. (i) prior The Seller has delivered to Closing the Buyers the audited financial statements contemplated by Section 2.12(b), prepared in accordance with applicable Law GAAP. (j) GenPar, Newco, the Seller and pursuant to receipt each of the FDI Approval shall Non-Selling Limited Partners will have been completedentered into an Amended and Restated Agreement of Limited Partnership of Del Mar Surgical Center, L.P., dated as of the Effective Date, by and among GenPar, as the general partner, and Newco, the Seller and each of the Non-Selling Limited Partners, as limited partners, in form and substance mutually satisfactory to GenPar, Newco and the Seller (the "Partnership Agreement"). (k) Xxxxxx will have caused Elite to execute and deliver to SCMI any documents that are necessary to transfer to SCMI good title to the Elite Assets, including, without limitation, the Xxxx of Sale. (l) The Seller will have executed and delivered to the Buyers the Registration Rights Agreement, substantially in the form of Exhibit D attached hereto (the "Registration Rights Agreement"). (m) The Seller will have executed and delivered to Newco the Assignment of GP Interest, substantially in the form of Exhibit E attached hereto (the "Assignment of GP Interest"). (n) The Seller will have executed and delivered to GenPar the Assignment of LP Interest, substantially in the form of Exhibit F attached hereto (the "Assignment of LP Interest"). (o) The Seller will have caused the Partnership to execute and deliver to SCMI the Management Services Agreement, substantially in the form of Exhibit G attached hereto (the "Management Services Agreement"). (p) The Seller will have caused the Partnership to execute and deliver, and each of Elite and Clinicis, Inc. will have executed and delivered, to SCMI the Termination of Management Agreements, substantially in the form of Exhibit H attached hereto (the "Termination Agreement"). (q) The Seller will have executed and delivered to the Buyers the Release, substantially in the form of Exhibit I attached hereto. (r) The Seller and Xxxxxx will have delivered to the Buyers a closing certificate, substantially in the form of Exhibit J attached hereto. (s) The Seller will have delivered to the Buyers a certificate of the secretary of the Seller, substantially in the form of Exhibit K attached hereto. (t) The Seller and Xxxxxx will have delivered to the Buyers a legal opinion of counsel to the Seller and Xxxxxx, substantially in the form of Exhibit L attached hereto. (u) The Seller and Xxxxxx will have used their best efforts to provide to the Buyers an estoppel certificate from the lessor of the Real Property, substantially in the form of Exhibit M attached hereto.

Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate effect the transactions contemplated by this Agreement shall be Closing are subject to the fulfillment, at fulfillment or prior to waiver on or before the Closing, of each Closing Date of the following conditions, any of which may be waived in writing by the Buyers in their sole discretion: (a) Other than the representations and warranties of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the The representations and warranties of the Sellers contained in this Agreement or any certificate delivered pursuant hereto shall be true and correct as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations Ancillary Documents shall be true and correct in all material respects on the Closing Date as of though made on the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except for de minimis inaccuracies. The Endo Companies shall have, in all material respects, performed all obligations and agreements and complied with all covenants and conditions required changes therein specifically permitted by this Agreement or the Ancillary Documents, and the Sellers shall have delivered a certificate confirming the foregoing. (b) The covenants and agreements contained herein or in any Ancillary Agreement Documents to be performed or complied with by them the Sellers on or prior to or at the Closing. (b) The Buyers Closing Date shall have received an executed counterpart of each document listed been performed or complied with in Section 2.10(b) all material respects, and Section 2.10(c) signed by each party other than the Buyers (to Sellers shall have delivered a certificate confirming the extent applicable)foregoing. (c) The Bankruptcy Court shall Sellers, as applicable, will have approved delivered to the Buyers: (i) a duly executed counterpart of the assignment and authorized assumption agreement (as to the Construction Contracts) in substantially the form attached as Exhibit D (the "Assignment and Assumption Agreement - Construction Contracts"); and (ii) a duly executed counterpart of the assignment and assumption of the ownership interests in the Joint Ventures in substantially the form of Exhibit E (the "Assignment and Assumption Agreement - Joint Ventures"); and (iii) a duly executed bill of sale as to the Personal Property and Equipment in subxxxxtially the form of Exhibit F (the "Bill of Sale - Personal Property and Equipment"); and (iv) such other instruments of sale, transfer, conveyance and assignment of as the Transferred ContractsBuyers may reasonably request to effect the transactions contemplated thereby. (d) After The Bankruptcy Court shall have entered the date hereof, there shall not have occurred and be continuing any changes, effects or circumstances constituting a Material Adverse EffectApproval Order. (e) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or results of operations of the Business, The Approval Order shall have been transferred to or obtained by the Buyers, directly or indirectly through the transfer of the Transferred Equity Interests, become final and the Buyers shall have received applicable documentation or certifications reasonably necessary to evidence the transfer or receipt (as the case may be) of such Regulatory Approvals or Products Approvalsnonappealable; provided, however, that this condition shall be deemed satisfied with respect to at the Buyers' sole option, the Closing may occur at any given Regulatory time after the entry of the Approval or Product Approval referenced in clause (A) or (B) hereof Order by the Bankruptcy Court and prior to the extent that the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law time it shall become final and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect of the applicable Product in reliance on the arrangements contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtainednonappealable. (f) The transfer of all Equity Interests (including any compulsorily convertible instruments) in the Specified Subsidiaries (other than the Transferred Equity Interests) prior to Closing in accordance with applicable Law and pursuant to receipt of the FDI Approval shall have been completed.

Conditions to Obligations of the Buyers. The obligations obligation of the Buyers to consummate the transactions contemplated by this Agreement shall to be consummated at the Closing is subject to the fulfillment, at satisfaction (or prior to the Closing, of each waiver by either Buyer) of the following conditions, any of which may be waived in writing by the Buyers in their sole discretion: (a) Other than Xxxxxx shall have obtained (or caused to be obtained) all of the waivers, permits, consents, approvals or other authorizations and effected all of the registrations, filings and notices (collectively, the “Consents”) listed on Schedule 5.1(a) attached hereto; (b) the representations and warranties of Sellers contained Xxxxxx set forth in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the representations and warranties of the Sellers contained in this Agreement or any certificate delivered pursuant hereto Article II shall be true and correct at and as of the Closing DateTime as if made as of the Closing Time, except (i) for changes contemplated or in the case of permitted by this Agreement or consented to by either Buyer, (ii) for those representations and warranties that are made address matters only as of a specified date, such representations and warranties particular date (which shall be true and correct as of such specified date, except where subject to clause (iii) below), and (iii) for failures of the failure representations and warranties to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would notif, individually or in the aggregate, such failures would not reasonably be expected to have result in a Business Material Adverse Effect. The Seller Fundamental Representations ; (c) Xxxxxx shall be true and correct in all respects as of the Closing Date, have performed or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except for de minimis inaccuracies. The Endo Companies shall have, complied in all material respects, performed all obligations and respects with the agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them it under this Agreement as of or prior to or at the Closing. (b) The Buyers shall have received an executed counterpart of each document listed in Section 2.10(b) and Section 2.10(c) signed by each party other than the Buyers (to the extent applicable). (c) The Bankruptcy Court shall have approved and authorized the assumption and assignment of the Transferred Contracts.; (d) After Xxxxxx shall have delivered to the date hereof, there shall not have occurred and be continuing any changes, effects or circumstances constituting Buyers a Material Adverse Effect.certificate to the effect that each of the conditions specified in clauses (a) through (c) of this Section 5.1 is satisfied; (e) All Regulatory Approvals Xxxxxx shall have delivered an affidavit, dated as of the Closing Time, in the form required by the U.S. Treasury Regulations issued under Section 1445 of the Code, to the effect that Xxxxxx is not a foreign person; (f) no judgment, order, decree, stipulation or injunction by any Governmental Entity shall be in effect which prevents consummation of any of the transactions contemplated by this Agreement, and Product Approvals (A) associated with the Products and (B) no action, suit or proceeding shall be pending by or before any other Regulatory Approvals and Product Approvals the absence of Governmental Entity which would reasonably be reasonably likely expected to result in a material adverse effect on the Businessjudgment, including the financial condition order, decree, stipulation or results of operations injunction that would cause any of the Business, shall have been transferred transactions contemplated by this Agreement to or obtained by the Buyers, directly or indirectly through the transfer of the Transferred Equity Interests, and be rescinded following consummation; (g) the Buyers shall have received applicable documentation all of the items required to be delivered to it pursuant to Section 1.3(b); (h) all of the employees listed on Section 5.1(h) of the Disclosure Schedule shall have signed employment agreements with one of the Buyers and the certification contained in Parent’s standard form of “Celestica Business Conduct Governance”; (i) at least 80% of the employees of the Business based in the United States who are listed on Section 5.1(i) of the Disclosure Schedule shall have signed employment offer letters and the certification contained in Parent’s standard form of “Celestica Business Conduct Governance”; provided that any listed employee who terminates his or certifications her employment prior to the Closing Time shall not be counted in the denominator of the calculation of the 80% threshold; and (j) Xxxxxx shall have submitted to the Department of Commerce an explanation of the transaction, including notification of the prospective change of control of the “End User” under the Export License, and either (i) Xxxxxx shall have received from the Department of Commerce a written response reasonably necessary satisfactory to evidence Buyers, in their sole discretion, confirming the continued validity of the Export License, that the Department of Commerce has no objection to the prospective change of control of the End User and that the Department of Commerce has no intention to materially limit the continued use of the Export License, (ii) the Department of Commerce licenses or otherwise authorizes, as between Celestica Oregon (or another suitable Affiliate of Parent) and the “End User” identified in the Export License, the continuation, in all material respects, of the export transactions authorized by the Export License, (iii) the Department of Commerce (a) approves, in writing pursuant to 15 CFR 750.10, or other regulatory authority, the transfer of the Export License from Xxxxxx to Celestica Oregon (or receipt another suitable Affiliate of Parent) and (b) issues a replacement license reflecting the change of control of the “End User” identified in the Export License or (iv) the Department of Commerce takes such other action or actions that has or have the same or a substantially similar effect as the case may be) of such Regulatory Approvals or Products Approvals; provided, however, that this condition shall be deemed satisfied with respect to any given Regulatory Approval or Product Approval referenced in either clause (Ai), (ii) or (Biii) hereof to the extent that the Buyers can reasonably in this Section 5.1(j), as may be expected to be permitted to operate the Business after the Closing determined by Celestica Oregon in compliance with applicable Law and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect of the applicable Product in reliance on the arrangements contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtainedits reasonable discretion. (fk) The transfer of all Equity Interests (including any compulsorily convertible instrumentsif, and only if, the Closing shall not have occurred before June 15, 2011 because the condition set forth in Section 5.1(j) in has not been satisfied or waived by the Specified Subsidiaries (other than the Transferred Equity Interests) prior to Closing in accordance with applicable Law and pursuant to receipt of the FDI Approval Buyers, then, since June 15, 2011 there shall have been completedno Business Material Adverse Effect.

Conditions to Obligations of the Buyers. The obligations obligation of the Buyers to consummate the transactions contemplated by in this Agreement shall be is subject to the fulfillment, at satisfaction (or prior to waiver by the Closing, of each Buyers) of the following additional conditions; provided, any however, that the conditions set forth in Section 5.2(d) shall expire and be of which may be waived in writing by no further force and effect following the Buyers in their sole discretionCondition Date: (a) Other than the representations Sellers shall have obtained at their own expense (and warranties of Sellers contained shall have provided copies thereof to SkillSoft PLC) all consents referred to in Section 3.1 Schedule 5.2(a); (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokersb) (the “Seller Fundamental Representations”), the representations and warranties of the Sellers contained set forth in this Agreement or any certificate delivered pursuant hereto Article II shall be true and correct in all respects, without regard to materiality qualifiers (including Business Material Adverse Effect), as of the earlier to occur of (i) the Condition Date or (ii) the Closing (the "Bring Down Date") as though made as of the Bring Down Date, or in except to the case of extent such representations and warranties that are specifically made as of a specified date, particular date (in which case such representations and warranties shall be true and correct as of such specified date), in all cases, except where the for failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including that, in the word “material”) or “aggregate, would not have a Business Material Adverse Effect” set forth therein; (c) would notThomson Learning shall have delivered the Audited Financial Statements, and the Sellers shall have performed or complied with their agreements and covenants under Section 4.3 and the Sellers shall have performed or complied in all material respects with their agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (d) there shall not have occurred, from the date of this Agreement through the Condition Date, any Business Material Adverse Effect or any event or development which, individually or in the aggregate, would reasonably be expected to have a Business Material Adverse Effect. The Seller Fundamental Representations ; (e) except for shareholder lawsuits initiated against SkillSoft PLC, no Legal Proceeding shall be true and correct pending that would reasonably be expected to result in all respects as an unfavorable judgment, order, decree, stipulation or injunction that would (i) prevent consummation of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except for de minimis inaccuracies. The Endo Companies shall have, in all material respects, performed all obligations and agreements and complied with all covenants and conditions required transactions contemplated by this Agreement or any Ancillary (ii) cause the transactions contemplated by this Agreement to be performed or complied with by them prior to or at the Closing.rescinded following consummation; (bf) The Buyers the Sellers shall have received an executed counterpart of each document listed in Section 2.10(b) and Section 2.10(c) signed by each party other than delivered to SkillSoft PLC the Buyers (to the extent applicable).Seller Certificate; (cg) The Bankruptcy Court shall have approved and authorized the assumption and assignment of the Transferred Contracts. (d) After the date hereof, there shall not have occurred and be continuing any changes, effects or circumstances constituting a Material Adverse Effect. (e) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or results of operations of the Business, shall have been transferred to or obtained by the Buyers, directly or indirectly through the transfer of the Transferred Equity Interests, and the Buyers shall have received applicable documentation or certifications reasonably necessary to evidence the transfer or receipt resignations, effective as of the Closing, of each director and officer of each Business Subsidiary specified by SkillSoft PLC in writing at least ten (as the case may be10) of such Regulatory Approvals or Products Approvals; provided, however, that this condition shall be deemed satisfied with respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof Business Days prior to the extent that Closing; (h) the Sellers shall have executed and delivered to the Buyers can a counterpart of each of the Ancillary Agreements; (i) SkillSoft PLC shall have received certificates of good standing of each Seller and each Business Subsidiary in their respective jurisdictions of organization as it shall reasonably request in connection with the Closing; and (j) Thomson Learning shall have delivered or caused to be expected delivered to SkillSoft Inc. a certification that Thomson Learning is not a foreign person in accordance with the Treasury Regulations under Section 1445 of the Code and Treasury Regulations. If Thomson Learning has not provided the certification described above to SkillSoft Inc. on or before the Closing Date, SkillSoft Inc. shall be permitted to operate reduce the Business after the Closing in compliance with applicable Law and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect portion of the applicable Product Purchase Price paid by SkillSoft Inc. to Thomson Learning in reliance on consideration for the arrangements contemplated by, and on the terms consistent with, the provisions of TL Assets by an amount equal to any required withholding Tax under Section 5.16 and the applicable terms 1445 of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtainedCode. (f) The transfer of all Equity Interests (including any compulsorily convertible instruments) in the Specified Subsidiaries (other than the Transferred Equity Interests) prior to Closing in accordance with applicable Law and pursuant to receipt of the FDI Approval shall have been completed.

Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, satisfaction at or prior to the Closing, of each Closing of the following conditions, but compliance with any of which such conditions may be waived in writing by the Buyers in their sole discretionwriting: (a) Other than the representations and warranties of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the All representations and warranties of the Sellers Seller and Xxxxxx contained in this Agreement or any certificate delivered pursuant hereto shall be true and correct as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations shall be true and correct in all respects at and as of the Closing, without regard to any supplemental disclosure provided pursuant to Section 4.3, with the same effect as though such representations and warranties were made at and as of the Closing Date, or (rather than as of the Effective Date as provided in the case first paragraph of representations Article II). (b) The Seller and warranties that are made as of a specified date, such representations Xxxxxx have performed and warranties shall be true and correct as of such specified date, except for de minimis inaccuracies. The Endo Companies shall have, complied in all material respects, performed respects with all obligations the covenants and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them at or prior to or at the Closing. (bc) The Buyers shall have received an executed counterpart of each document All necessary Consents listed in Section 2.10(bSchedule 2.25(c) or required under any applicable Laws have been obtained and Section 2.10(c) signed by each party other than the Buyers (to the extent applicable). (c) The Bankruptcy Court shall have approved and authorized the assumption and assignment will be effective as of the Transferred ContractsClosing, and all necessary contractual or governmental notices have been given. (d) After The Buyers have approved of the date hereof, there shall not have occurred and calculation of the amount to be continuing any changes, effects or circumstances constituting a Material Adverse Effectdistributed under Section 4.1(e). (e) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or results of operations As of the BusinessClosing Date, shall have been transferred there is no pending or threatened litigation by any Person seeking to or obtained by the Buyers, directly or indirectly through the transfer enjoin any aspect of the Transferred Equity Interests, and the Buyers shall have received applicable documentation or certifications reasonably necessary to evidence the transfer or receipt (as the case may be) operation of such Regulatory Approvals or Products Approvals; provided, however, that this condition shall be deemed satisfied with respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof to the extent that the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect consummation of the applicable Product in reliance on the arrangements transactions contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services by this Agreement, until or otherwise affecting the applicable Regulatory Approval or Product Approval is transferred or obtainedPartnership. (f) As of the Closing Date, there has not occurred any Material Adverse Effect with respect to the Partnership since the Latest Balance Sheet Date. (g) The transfer Buyers have received evidence satisfactory to the Buyers in their sole and absolute discretion of all Equity Interests the release of the Partnership from any obligation concerning (including any compulsorily convertible instrumentsguarantee of) any Liability of the Seller or Xxxxxx and any indebtedness of the Partnership not reflected in the Specified Subsidiaries Latest Balance Sheet or incurred since the Latest Balance Sheet Date in the ordinary course of business and consistent with past practice. (h) The Seller has delivered to the Buyers executed UCC Termination Statements or other than releases satisfactory to the Transferred Equity Buyers in their sole and absolute discretion to evidence the release of any Liens on the assets of the Partnership or on the Purchased Interests. (i) prior The Seller has delivered to Closing the Buyers the audited financial statements contemplated by Section 2.12(b), prepared in accordance with applicable Law GAAP. (j) GenPar, Newco, the Seller and pursuant to receipt each of the FDI Approval shall Non-Selling Limited Partners will have been completedentered into an Amended and Restated Agreement of Limited Partnership of Point Loma Surgical Center, L.P., dated as of the Effective Date, by and among GenPar, as the general partner, and Newco, the Seller and each of the Non-Selling Limited Partners, as limited partners, in form and substance mutually satisfactory to GenPar, Newco and the Seller (the "Partnership Agreement"). (k) Xxxxxx will have caused Elite to execute and deliver to SCMI any documents that are necessary to transfer to SCMI good title to the Elite Assets, including, without limitation, the Xxxx of Sale. (l) The Seller will have executed and delivered to the Buyers the Registration Rights Agreement, substantially in the form of Exhibit D attached hereto (the "Registration Rights Agreement"). (m) The Seller will have executed and delivered to Newco the Assignment of GP Interest, substantially in the form of Exhibit E attached hereto (the "Assignment of GP Interest"). (n) The Seller will have executed and delivered to GenPar the Assignment of LP Interest, substantially in the form of Exhibit F attached hereto (the "Assignment of LP Interest"). (o) The Seller will have caused the Partnership to execute and deliver to SCMI the Management Services Agreement, substantially in the form of Exhibit G attached hereto (the "Management Services Agreement"). (p) The Seller will have caused the Partnership to execute and deliver, and each of Elite and Clinicis, Inc. will have executed and delivered, to SCMI the Termination of Management Agreements, substantially in the form of Exhibit H attached hereto (the "Termination Agreement"). (q) The Seller will have executed and delivered to the Buyers the Release, substantially in the form of Exhibit I attached hereto. (r) The Seller and Xxxxxx will have delivered to the Buyers a closing certificate, substantially in the form of Exhibit J attached hereto. (s) The Seller will have delivered to the Buyers a certificate of the secretary of the Seller, substantially in the form of Exhibit K attached hereto. (t) The Seller and Xxxxxx will have delivered to the Buyers a legal opinion of counsel to the Seller and Xxxxxx, substantially in the form of Exhibit L attached hereto. (u) The Seller and Xxxxxx will have used their best efforts to provide to the Buyers an estoppel certificate from the lessor of the Real Property, substantially in the form of Exhibit M attached hereto.

Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate carry out the transactions contemplated by this Agreement shall be subject are subject, at the option of Rexall, to the fulfillmentsatisfaction, at or prior to the Closingwaiver by Rexall, of each of the following conditions, any of which may be waived in writing by the Buyers in their sole discretion: (a) Other than The Company and the representations Stockholders shall have furnished the Buyers with a certified copy of all necessary corporate action on their behalf approving the execution, delivery and warranties performance of Sellers contained in Section 3.1 this Agreement and the transactions contemplated herein. (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokersb) (the “Seller Fundamental Representations”), the All representations and warranties of the Sellers Company and the Stockholders contained in this Agreement or any certificate delivered pursuant hereto shall be true and correct as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations shall be true and correct in all material respects (except 5.03 which must be true and correct in all respects) at and as of the Closing as if such representations and warranties were made at and as of the Closing, except for changes contemplated by the terms of this Agreement, and the Company shall have performed and satisfied in all material respects all agreements and covenants required by this Agreement to be performed and satisfied by Company at or prior to the Closing. (c) As of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by or on behalf of any Buyer) shall be pending or threatened before any court or governmental agency seeking to restrain any Buyer or prohibit the Closing or seeking Damages against any Buyer or the Company as a result of the consummation of this Agreement. (d) The Buyers shall have received the opinion of the firm of Pillsbury Madison & Sutro LLP, counsel to the Company, dated as of the Closing Date, or addressed to the Buyers and in form and substance reasonably satisfactory to the case of representations and warranties that are made as of a specified dateBuyers. In rendering such opinion, such representations firm may rely as to factual matters on certificates of officers, directors and warranties Stockholders of the Company and on certificates of governmental officials. (e) All notices required to be given in connection with the transactions contemplated by this Agreement by the Stockholders or the Company shall have been duly and timely given, and there shall not be true and correct as of such specified dateany consent requirements to be obtained by the Stockholders or the Company with respect to the transactions contemplated by this Agreement that have not expired or been satisfied or waived, except for de minimis inaccuracies. The Endo Companies shall have, in all material respects, performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement those the failure of which to be performed or complied with by them prior to or at the Closing. (b) The Buyers shall have received an executed counterpart of each document listed in Section 2.10(b) and Section 2.10(c) signed by each party other than the Buyers (to the extent applicable). (c) The Bankruptcy Court shall have approved and authorized the assumption and assignment of the Transferred Contracts. (d) After the date hereof, there shall obtain would not have occurred and be continuing any changes, effects or circumstances constituting a Company Material Adverse Effect. (ef) All Regulatory Approvals Since October 31, 1997 and Product Approvals up to and including the Closing there shall not have been: (A) associated with the Products and (Bi i) any other Regulatory Approvals and Product Approvals change in the absence of which would be reasonably likely to result in a material adverse effect on the Businessbusiness, including the operations or financial condition or results of operations of the BusinessCompany that had or might have a Company Material Adverse Effect; or (ii ii) except when there is in effect a policy of insurance covering such damage as to which a claim has been made or will be made and no denial of coverage has been received or will be received, shall any damage, destruction or loss relating to the Company that had or might have been transferred to or obtained by the Buyers, directly or indirectly through the transfer of the Transferred Equity Interests, and the a Company Material Adverse Effect. (g) Buyers shall have received applicable documentation or certifications reasonably necessary to written evidence of the transfer or receipt (as the case may be) of such Regulatory Approvals or Products Approvals; provided, however, that this condition shall be deemed satisfied with respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof consent to the extent that transactions contemplated by this Agreement of all governmental, quasi-governmental and private third parties where the Buyers can reasonably be expected absence of any such consent would result in a violation of law or a breach or default under any material agreement to be permitted to operate which the Business after the Closing in compliance with applicable Law and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect of the applicable Product in reliance on the arrangements contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval Company is transferred or obtaineda party. (fh) The transfer Merger shall have been approved under the HSR Act. (i) This Agreement and the Merger shall have been approved and adopted by the vote of the Stockholders as required under applicable laws and none of such Stockholders shall have exercised or perfected any rights of appraisal under applicable law. (j) All proceedings to be taken by the Stockholders and the Company in connection with the transactions contemplated hereby and all Equity Interests documents incident thereto shall be reasonably satisfactory in form and substance to Rexall and Rexall's counsel and said counsel shall have received all such counterpart originals or certified or other copies of such documents as it or they may reasonably request. (including any compulsorily convertible instrumentsk) Rexall shall have received a letter from Coopers & Lybrxxx XXX, dated the Closing Date and in form and substance reasonably satisfactory to Rexall, to the Specified Subsidiaries (other than effect that the Transferred Equity Interests) prior to Closing transactions contemplated by this Agreement qualify for "pooling of interests" treatment for financial reporting purposes and that such accounting treatment is in accordance with applicable Law GAAP. (l) Each Stockholder shall have executed and pursuant delivered to receipt Rexall the Registration Rights Agreement. (m) Rexall shall have received executed copies of all "affiliate" agreements required under Section 7.11 hereof. (n) All options, warrants and similar rights to purchase common stock or other securities of the FDI Approval Company shall be exercised or terminated prior to Closing. (o) Rexall shall have been completedreceived from each Stockholder a duly executed pooling agreement in the form attached hereto as Exhibit F. (p) Each of the Principals shall have executed his Employment Agreement.

Conditions to Obligations of the Buyers. The obligations (a) There shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction in an Action against the Buyers to consummate consummation of the transactions contemplated hereby or by this Agreement any Transaction Document. (b) The Lower Lakes Acquisition shall be subject completed concurrently with the Closing in accordance with the terms of the Lower Lakes Acquisition Documents, without waiver by the Company or its Affiliates party thereto of any material term or condition thereof (including, without limitation, waiver of any event, condition or contingency that would constitute a Material Adverse Effect (as defined in the Lower Lakes Acquisition Documents)). (c) The Company shall have executed and delivered the Registration Rights Agreement, dated as of the Closing Date. (d) The Company shall have filed the Certificate of Designations with the Secretary of State of the State of Delaware. (e) The Buyers shall have received a short-form good standing certificate relating to the fulfillmentCompany, at or prior to dated within ten Business Days of the Closing Date (with a bring down certificate dated as of the Closing), issued by the Secretary of each State of the following conditions, any State of which may be waived in writing by the Buyers in their sole discretion:Delaware. (af) Other than the representations and warranties of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the The representations and warranties of the Sellers Company contained in this Agreement or any certificate delivered pursuant hereto Article III that are qualified as to materiality shall be true and correct as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be those not so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations qualified shall be true and correct in all material respects on and as of the Closing Date, or in with the case of representations and warranties that are made same effect as of a specified date, though such representations and warranties shall be true had been made on and correct as of the date of such specified date, except for de minimis inaccuracies. Closing. (g) The Endo Companies Company shall have, have performed and complied in all material respectsrespects with all agreements, performed all obligations and agreements and complied with all covenants and conditions required by contained in this Agreement or any Ancillary Agreement that are required to be performed or complied with by them prior to it on or at before the Closing. (bh) The Chief Executive Officer of the Company shall deliver to each Buyer at the Closing a certificate stating that the conditions specified in Sections 6.1(d), 6.1(f), and 6.1(g) have been fulfilled and stating that there shall have been no event which has resulted in a Company Material Adverse Effect since the date of the Financial Statements. (i) All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be duly obtained and effective as of the Closing. (j) All corporate and other proceedings in connection with the transactions contemplated hereby at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to Buyers' counsel, and they shall have received all such counterpart original and certified or other copies of such documents as they may reasonably request. This may include, without limitation, good standing certificates and certification by the Company's Secretary regarding the Company's Certificate of Incorporation, the Certificate of Designations and By-laws and Board of Director and stockholder resolutions, if any, relating to this Agreement and the transactions contemplated hereby. (k) The Buyers shall have received from Katten Muchin Rosenman LLP, counsel for the Company, an executed counterpart of each document listed in Section 2.10(b) and Section 2.10(c) signed by each party other than the Buyers (to the extent applicable). (c) The Bankruptcy Court shall have approved and authorized the assumption and assignment of the Transferred Contracts. (d) After the date hereofopinion, there shall not have occurred and be continuing any changesdatxx xx xx xxx Cxxxxxx, effects or circumstances constituting a Material Adverse Effect. (e) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or results of operations of the Business, shall have been transferred to or obtained by the Buyers, directly or indirectly through the transfer of the Transferred Equity Interests, and the Buyers shall have received applicable documentation or certifications reasonably necessary to evidence the transfer or receipt (as the case may be) of such Regulatory Approvals or Products Approvals; provided, however, that this condition shall be deemed satisfied with respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof to the extent that the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect of the applicable Product in reliance on the arrangements contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtained. (f) The transfer of all Equity Interests (including any compulsorily convertible instruments) in the Specified Subsidiaries (other than the Transferred Equity Interests) prior to Closing in accordance with applicable Law and pursuant to receipt of the FDI Approval shall have been completed.form attached hereto as Exhibit C.

Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate close the transactions transaction contemplated by this Agreement hereby shall be subject to the fulfillmentsatisfaction or waiver by the Buyers at or prior to the Closing of the following conditions: (i) The Sellers shall have performed or complied with their obligations, covenants and agreements, including restrictive covenants, contained in this Agreement (considered either individually and/or collectively, as applicable) required to be performed or complied with at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyers in their sole discretion:; (aii) Other than the representations and warranties of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the The representations and warranties of the Sellers contained in this Agreement or any certificate delivered pursuant hereto (considered individually and collectively) shall be true true, correct and correct complete, when made and on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations shall be true and correct in all respects as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except for de minimis inaccuracies. The Endo Companies shall have, in all material respects, performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them prior to or at the Closing.; (biii) The Buyers shall have received an executed counterpart of each document listed the deliveries referred to in Section 2.10(b3.2; (iv) Buyers shall have entered into an agreement with 18177 Yukon Inc. (“Yukon”), to be effective at Closing, whereby Yukon agrees to subordinate all of its rights to distributions from KVDLP until such time as (a) the Notes are paid in full or accelerated, and Section 2.10(c(b) signed by each party other than the Buyers (to have received a 12% return on the extent applicable).Purchase Price, as more fully described therein; (cv) The Bankruptcy Court shall have approved and authorized the assumption and assignment of the Transferred Contracts. (d) After the date hereof, there shall not have occurred and be continuing any changes, effects No Law or circumstances constituting a Material Adverse Effect. (e) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or results of operations of the Business, Order shall have been transferred to enacted, entered, promulgated, issued or obtained enforced by any Governmental Authority of competent jurisdiction, and no Proceeding shall have been commenced or threatened, which prohibits, restrains, enjoins or restricts the Buyers, directly or indirectly through the transfer consummation of the Transferred Equity Interests, and the Buyers shall have received applicable documentation or certifications reasonably necessary to evidence the transfer or receipt (as the case may be) of such Regulatory Approvals or Products Approvalstransactions contemplated hereby; provided, however, that this condition the parties shall use reasonable best efforts to cause any such Law or Order to be vacated or lifted; (vi) KVUSA shall have received an appraisal of the Company, in form and substance satisfactory to KVUSA in its sole discretion; (vii) KVUSA shall have completed and shall be deemed satisfied with, in its sole reasonable discretion, its due diligence investigation with respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof to the extent that the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law business and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect financial condition of the applicable Product in reliance on Company; (viii) No Material Adverse Event shall exist or shall have occurred since the arrangements contemplated by, and on the terms consistent with, the provisions date of Section 5.16 and the applicable terms this Agreement; and (ix) Each of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtained. (f) The transfer of all Equity Interests (including any compulsorily convertible instruments) in the Specified Subsidiaries (other than the Transferred Equity Interests) prior to Closing in accordance with applicable Law and pursuant to receipt of the FDI Approval Sellers shall have been completedobtained “tail” insurance, in form and substance reasonably acceptable to KVUSA.

Conditions to Obligations of the Buyers. The obligations obligation of the Buyers to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, at or prior to the Closing, of each satisfaction of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyers in their sole discretiondiscretion of the Buyers: (a) the Buyers shall have received (i) Certificates representing all of the Company Shares, duly endorsed in blank or accompanied by appropriate instruments of transfer duly executed in blank together with a power of attorney from the Seller permitting the Buyers to complete and execute the Certificates or the instruments of transfer which will permit the Buyers, as of immediately after the Closing to register the Company Shares in the name of the Buyers, (ii) a xxxx of sale and such other instruments of conveyance (such as assigned certificates or documents of title) as the Buyers may reasonably request in order to effect the sale, conveyance, assignment and transfer to the Buyer of valid ownership of the Other than Assets owned by the representations Other Assets Seller free and warranties clear of Sellers contained in Section 3.1 all Security Interests and liabilities and (Organization)iii) evidence of the release of all Security Interests and liabilities related to the Other Assets by the Other Assets Seller; (b) the Seller shall have obtained at its own expense (and shall have provided copies thereof to the Buyers) all of the waivers, Section 3.2 (Authority)permits, Section 3.3(c)consents, Section 3.3(d)approvals or other authorizations, and Section 3.20 effected all of the registrations, filings and notices, set forth on Schedule 6.1(b)(i); (Brokersi) (the “Seller Fundamental Representations”), the representations and warranties of the Sellers contained Seller and the Companies set forth in this Agreement or any certificate delivered pursuant hereto (other than the representations set forth in Sections 2.4, 2.7 through 2.9, 2.11, 3.2 and 3.10(a)) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing Dateas though made as of the Closing, or in each case except (A) to the case of extent such representations and warranties that are made as of a specified specific date, such representations and warranties in which case they shall be true and correct as of such specified date, except date and (B) where the failure to be so true and correct (without giving effect regard to any limitation materiality or qualification as to “materiality” (including the word “material”) or “Company Material Adverse Effect” set forth Effect qualifications contained therein) would not), either individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Effect and (ii) the representations and warranties of the Seller Fundamental Representations set forth in Sections 2.4, 2.7 through 2.9, 2.11, 3.2 and 3.10(a) shall be true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Dateas though made as of the Closing in each case, or in except to the case of representations and warranties that are extent made as of a specified specific date, such representations and warranties in which case they shall be true and correct in all respects as of such specified date; (d) the Companies, except for de minimis inaccuracies. The Endo Companies the Guarantors and the Seller (i) shall havehave performed or complied, in all material respects, performed all obligations and with their agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them under this Agreement as of or prior to or at the Closing. Closing (b) The Buyers shall have received an executed counterpart of each document listed in Section 2.10(b) and Section 2.10(c) signed by each party other than the Buyers covenants set forth in Section 5.9, Section 5.12 and Section 5.14) except where the failure to perform or comply, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and (ii) shall have performed or complied, in all respects, with their agreements and covenants required to be performed or complied with under Section 5.9, Section 5.12 and Section 5.14 as of or prior to the extent applicable). (c) The Bankruptcy Court shall have approved and authorized the assumption and assignment of the Transferred Contracts. (d) After the date hereof, there shall not have occurred and be continuing any changes, effects or circumstances constituting a Material Adverse Effect.Closing; (e) All Regulatory Approvals there shall have occurred no change, event, circumstance or development which, individually or taken together with all other changes, events, circumstances or developments, has had, or could reasonably be expected in the future to have, a Company Material Adverse Effect; (f) no judgment, order, decree, stipulation or injunction shall be in effect, and Product Approvals no Legal Proceeding shall be pending, that would reasonably be expected to (Ai) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or results of operations prevent consummation of the Businesstransactions contemplated by this Agreement, shall have been transferred (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation of such transaction or obtained by (iii) have, individually or in the Buyersaggregate, directly or indirectly through the transfer of the Transferred Equity Interests, and a Company Material Adverse Effect; (g) the Buyers shall have received applicable documentation or certifications reasonably necessary to evidence from each Company, a Company Certificate; (h) the transfer or receipt Buyers shall have received copies of the resignations, effective as of the Closing, of each director and officer of each Company and each Subsidiary (as other than any such resignations which the case may be) of such Regulatory Approvals or Products Approvals; providedBuyers designate, however, that this condition shall be deemed satisfied with respect to any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof by written notice to the extent that Seller, as unnecessary); (i) the Buyers can reasonably be expected to be permitted to operate the Business after the Closing in compliance with applicable Law and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect of the applicable Product in reliance on the arrangements contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms shall have received a copy of the Transition Services Agreement, until Agreement executed by the Seller and any of its applicable Regulatory Approval or Product Approval is transferred or obtained.Affiliates; (fj) The transfer at the Closing, at least fifty percent (50%) of all Equity Interests (including any compulsorily convertible instrumentsthe employees set forth on Section 6.1(k) in of the Specified Disclosure Schedule shall be employed by the Companies or the Subsidiaries (other than those who are not then employed due to death or permanent disability); (k) the Transferred Equity Interests) prior to Closing in accordance with applicable Law and Buyers shall have received satisfactory evidence of the completion of all domain name transfers or re-registrations required pursuant to receipt Section 5.11; (l) total gross revenue from Prohibited Entities that are customers of the FDI Approval Business does not exceed 5% of the total gross revenue of the Business during the twelve month period immediately preceding the Closing Date; (m) the Buyers shall have received the Financial Statements within the time period provided for by Section 5.9, which shall not deviate from the financial measures set forth on Section 5.9(a) of the Disclosure Schedule by more than the amounts set forth on Section 5.9(a) of the Disclosure Schedule; (n) [intentionally omitted]; (o) the Buyers shall have received satisfactory evidence that the Seller is the beneficial and record owner of all of the P.D.R. Shares, free and clear of any Security Interests (other than restrictions on transfer arising under foreign securities Laws); (p) the relationship between each Prohibited Entity and the Business shall have been terminated in all respects and removed from the Business and all assets and liabilities related to the Prohibited Entity shall have been divested, transferred and assigned from the Business (including any and all agreements, arrangements or contracts with or obligations to any such Prohibited Entity) to Directi Parent or an Affiliate thereof (other than the Companies or the Subsidiaries) or another third party; (q) The Business Transfer shall have been completed, to the satisfaction of the Buyers including the filing of any documents reasonably requested by the Buyers to clarify or supplement the assets, properties, employees and liabilities of the Business transferred, purported to be transferred or expected to be transferred to P.D.R. pursuant to any transfer agreements to which P.D.R. was a party prior to the Closing Date and the execution of the slump sale documentation (or any other required documentation) to effect the transfer of all of the assets, properties, employees and liabilities of the Business that were not otherwise transferred to PDR with all reasonable revisions thereto requested by the Buyers; (r) if the Closing Promissory Note will be issued at the Closing, the Representative shall have delivered to the Buyers an executed copy of each agreement and other document in the Security Package to which the Representative is a party; (s) the Buyers shall have received from the Seller, evidence satisfactory to the Buyers verifying that as of the Closing, all contracts, agreements and arrangements and all resulting payables, receivables, liabilities and other obligations between the Company, on the one hand, and any of their Affiliates (other than the Companies and their Subsidiaries), on the other hand, have been settled, unwound, cancelled, or terminated, as applicable, except to the extent expressly provided for herein or in the Transition Services Agreement; and (t) the Buyers shall have received such other certificates and instruments (including certificates of good standing of each Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing.

Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate effect the transactions contemplated by this Agreement shall be Closing are subject to the fulfillment, at fulfillment or prior to waiver on or before the Closing, of each Closing Date of the following conditions, any of which may be waived in writing by the Buyers in their sole discretion: (a) Other than the representations and warranties of Sellers contained in Section 3.1 (Organization), Section 3.2 (Authority), Section 3.3(c), Section 3.3(d), and Section 3.20 (Brokers) (the “Seller Fundamental Representations”), the The representations and warranties of the Sellers contained in this Agreement or any certificate delivered pursuant hereto shall be true and correct as of the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except where the failure to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Seller Fundamental Representations Ancillary Documents shall be true and correct in all material respects on the Closing Date as of though made on the Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct as of such specified date, except for de minimis inaccuracies. The Endo Companies shall have, in all material respects, performed all obligations and agreements and complied with all covenants and conditions required changes therein specifically permitted by this Agreement or the Ancillary Documents, and the Sellers shall have delivered a certificate confirming the foregoing. (b) The covenants and agreements contained herein or in any Ancillary Agreement Documents to be performed or complied with by them the Sellers on or prior to or at the Closing. (b) The Buyers Closing Date shall have received an executed counterpart of each document listed been performed or complied with in Section 2.10(b) all material respects, and Section 2.10(c) signed by each party other than the Buyers (to Sellers shall have delivered a certificate confirming the extent applicable)foregoing. (c) The Bankruptcy Court shall Sellers, as applicable, will have approved and authorized delivered to the assumption Buyers: (i) a duly executed counterpart of the xxxx of sale and assignment and assumption agreement in substantially the form attached as Exhibit A (the "Xxxx of Sale and Assignment and Assumption Agreement"); (ii) special warranty deeds with respect to the Owned Real Property; (iii) FIRPTA affidavits on behalf of the Transferred ContractsSellers; (iv) assignment and assumption of the ownership interests in the Joint Ventures; (v) assignment and assumption of the Nonexcludable Mortgage Agreements; (vi) assignment and assumption of the Royalty Sharing Agreement; and (vii) such other instruments of sale, transfer, conveyance and assignment as the Buyers may reasonably request to effect the transactions contemplated thereby. (d) After the date hereof, there Bankruptcy Court shall not have occurred and be continuing any changes, effects or circumstances constituting a Material Adverse Effectentered the Approval Order. (e) All Regulatory Approvals and Product Approvals (A) associated with the Products and (B) any other Regulatory Approvals and Product Approvals the absence of which would be reasonably likely to result in a material adverse effect on the Business, including the financial condition or results of operations of the Business, The Approval Order shall have been transferred to or obtained by the Buyers, directly or indirectly through the transfer of the Transferred Equity Interests, become final and the Buyers shall have received applicable documentation or certifications reasonably necessary to evidence the transfer or receipt (as the case may be) of such Regulatory Approvals or Products Approvalsnonappealable; provided, however, that at the Buyers' sole option, the Closing may occur at any time after the entry of the Approval Order by the Bankruptcy Court and prior to the time it shall become final and nonappealable. Notwithstanding anything to the contrary in this condition Agreement, in the event that (i) the Development Agreement or (ii) any or all of the Excludable Mortgage Agreements is or are not assignable or otherwise transferrable to the Buyers for any reason whatsoever, or such assignment or transfer would constitute a breach under any such agreements, this Agreement shall not, and shall not be deemed satisfied with respect to, constitute an assignment or transfer of, or an agreement by the Sellers to transfer or assign, the Development Agreement or any given Regulatory Approval or Product Approval referenced in clause (A) or (B) hereof all of the Excludable Mortgage Agreements to the extent that Buyers, and the assignment or transfer of such Development Agreement or any or all of the Excludable Mortgage Agreements to the Buyers can reasonably shall not be expected a condition to be permitted to operate the Business after the Closing in compliance with applicable Law and consistent with Law or past practice by or instructions provided by the relevant Governmental Authority to, Buyers or the Endo Companies in respect obligation of the applicable Product in reliance on Buyers to effect the arrangements contemplated by, and on the terms consistent with, the provisions of Section 5.16 and the applicable terms of the Transition Services Agreement, until the applicable Regulatory Approval or Product Approval is transferred or obtainedClosing. (f) The transfer of all Equity Interests (including any compulsorily convertible instruments) in the Specified Subsidiaries (other than the Transferred Equity Interests) prior to Closing in accordance with applicable Law and pursuant to receipt of the FDI Approval shall have been completed.