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

Conditions to Obligations of the Parties. As a condition to Closing, (i) each of the representations and warranties of the parties hereto shall be true and correct in all material respects, (ii) the New York Stock Exchange shall have approved the Shares for listing upon notice of issuance, (iii) the PURCHASERS shall have received an opinion from O’Melveny & Mxxxx LLP, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit A, (iv) the PURCHASERS shall have received an opinion from Vxxxxxx, Bxxxxxx & Hxxxxx, XX, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit B and (v) the PURCHASERS shall have received a comfort letter from Ernst & Young LLP, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit C.

Conditions to Obligations of the Parties. As a condition to Closing, (i) each of the representations and warranties of the parties hereto shall be true and correct in all material respects, (ii) the New York Stock Exchange shall have approved the Shares for listing upon notice of issuance, (iii) the PURCHASERS PURCHASER shall have received an opinion from O’Melveny & Mxxxx LLP, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit A, (iv) the PURCHASERS PURCHASER shall have received an opinion from Vxxxxxx, Bxxxxxx & and Hxxxxx, XX, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit B and (v) the PURCHASERS PURCHASER shall have received a comfort letter from Ernst & Young LLP, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit C.

Conditions to Obligations of the Parties. As a condition to Closing, (i) each of the representations and warranties of the parties hereto shall be true and correct in all material respects, (ii) the New York Stock Exchange shall have approved the Shares for listing upon notice of issuance, (iii) the PURCHASERS PURCHASER shall have received an opinion from O’Melveny & Mxxxx LLP, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit A, (iv) the PURCHASERS PURCHASER shall have received an opinion from Vxxxxxx, Bxxxxxx & and Hxxxxx, XX, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit B and (v) the PURCHASERS PURCHASER shall have received a comfort letter from Ernst & Young LLP, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit C.

Conditions to Obligations of the Parties. As a condition to Closing, (i) each of the representations and warranties of the parties hereto shall be true and correct in all material respects, (ii) the New York Stock Exchange shall have approved the Shares for listing upon notice of issuance, (iii) the PURCHASERS Purchasers shall have received an opinion from O’Melveny Ballard Spahr Andrews & Mxxxx Ingersoll, LLP, dated as of May 2December 31, 20032002, substantially in the xxxxxxxxxxxxx xx xxe form attached hereto as Exhibit A, (iv) the PURCHASERS Purchasers shall have received an opinion from Vxxxxxx, Bxxxxxx & Hxxxxx, XXProskauer Rose LLP, dated as of May 2December 31, 20032002, substantially in the form attached hereto as Exhibit B and B, (v) the PURCHASERS Purchasers shall have received a comfort letter an opinion from Ernst & Young LLPthe general counsel of Seller, dated as of May 2December 31, 20032002, substantially in the form attached hereto as Exhibit C.C, and (vi) the Purchasers shall have received a comfort letter from BDO Seidman, LLP, dated as of December 31, 2002, substantially in the forx xxxxxhed hereto as Exhibit D.

Conditions to Obligations of the Parties. As a condition to Closing, (i) each of the representations and warranties of the parties hereto shall be true and correct in all material respects, (ii) the New York Stock Exchange shall have approved the Shares for listing upon notice of issuance, (iii) the PURCHASERS shall have received an opinion from O’Melveny & Mxxxx LLP, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit A, (iv) the PURCHASERS shall have received an opinion from Vxxxxxx, Bxxxxxx Baetjer & Hxxxxx, XX, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit B and (v) the PURCHASERS shall have received a comfort letter from Ernst & Young LLP, dated as of May 2, 2003, substantially in the form attached hereto as Exhibit C.