Common use of Conditions to Purchaser’s Obligations Clause in Contracts

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing Prospectus, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx & MxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing ProspectusRegistration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) At the Closing Date, there shall be in full force and effect an order or orders, satisfactory to counsel for the Purchasers, of the California Public Utility Commission and of such other regulatory authorities, if any, as may have jurisdiction over the issue and sale of the New Debentures by the Company to the Purchasers, authorizing such issue and sale as herein and in the Registration Statement provided, and none of such orders shall contain any conditions inconsistent with the provisions of this Agreement or of the Registration Statement. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of the Xxxxxxx X. Xxxxx, Esq., Vice President-General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (CD) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx LLPXxXxxx, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (DE) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young Xxxxxx Xxxxxxxx LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing ProspectusRegistration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the CompanyGTE; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, certificate dated the Closing Date and signed by the Chairman, a Vice Chairman, the President or a Vice President of the CompanyGTE, including the foregoing. The officer executing making such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the Xxxxxxx X. Xxxx, Executive Vice President - Government & Regulatory Advocacy, General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the PurchasersGTE, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx LLPXxXxxx, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young Xxxxxx Xxxxxxxx LLP, independent public accountants for the CompanyGTE, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing Prospectus, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative Representatives shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative Representatives shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative Representatives shall have received on the Closing Date an opinion and a letter of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form forms set forth in Exhibit B Exhibits B-1 and B-2 hereto. (D) The Purchasers or the Representative Representatives shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Date, substantially to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing ProspectusRegistration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) At the Closing Date, there shall be in full force and effect an order or orders, satisfactory to counsel for the Purchasers, of the Public Utility Commission of Oregon and of such other regulatory authorities, if any, as may have jurisdiction over the issue and sale of the New Debentures by the Company to the Purchasers, authorizing such issue and sale as herein and in the Registration Statement provided, and none of such orders shall contain any conditions inconsistent with the provisions of this Agreement or of the Registration Statement. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of the Xxxxxxx X. Xxxxx, Esq., Vice President-General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (CD) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx LLPXxXxxx, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (DE) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young Xxxxxx Xxxxxxxx LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing Prospectus, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion and a letter of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form forms set forth in Exhibit B Exhibits B-1 and B-2 hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Date, substantially to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing Prospectus, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion and a letter of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form forms set forth in Exhibit B Exhibits B-1 and B-2 hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Date, substantially to the effect set forth in Exhibit C hereto. (E) The Securities shall have been approved for listing, and the Company will use its best efforts to maintain the listing, on the New York Stock Exchange and such other exchanges where the Company’s Common Stock is listed. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing ProspectusRegistration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the _______________________, Esq., Vice President-General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx LLPXxXxxx, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young Xxxxxx Xxxxxxxx LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing ProspectusRegistration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) At the Closing Date, there shall be in full force and effect an order or orders, satisfactory to counsel for the Purchasers, of the Virginia State Corporation Commission, the Illinois Commerce Commission and the Public Service Commission of Kentucky and of such other regulatory authorities, if any, as may have jurisdiction over the issue and sale of the New Debentures by the Company to the Purchasers, authorizing such issue and sale as herein and in the Registration Statement provided, and none of such orders shall contain any conditions inconsistent with the provisions of this Agreement or of the Registration Statement. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of the Xxxxxxx X. Xxxxx, Esq., Vice President-General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (CD) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx LLPXxXxxx, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (DE) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young Xxxxxx Xxxxxxxx LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing ProspectusRegistration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the CompanyGTE; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, certificate dated the Closing Date and signed by the Chairman, a Vice Chairman, the President or a Vice President of the CompanyGTE, including the foregoing. The officer executing making such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the Xxxxxxx X. Xxxx, Executive Vice President - Government & Regulatory Advocacy, General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the PurchasersGTE, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young Xxxxxx Xxxxxxxx LLP, independent public accountants for the CompanyGTE, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing ProspectusRegistration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the CompanyGTE; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, certificate dated the Closing Date and signed by the Chairman, a Vice Chairman, the President or a Vice President of the CompanyGTE, including the foregoing. The officer executing making such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the Xxxxxxx X. Xxxx, Senior Vice President and General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the PurchasersGTE, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx LLPXxXxxx, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young Xxxxxx Xxxxxxxx LLP, independent public accountants for the CompanyGTE, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing ProspectusRegistration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) At the Closing Date, there shall be in full force and effect an order or orders, satisfactory to counsel for the Purchasers, of the California Public Utility Commission and of such other regulatory authorities, if any, as may have jurisdiction over the issue and sale of the New Debentures by the Company to the Purchasers, authorizing such issue and sale as herein and in the Registration Statement provided, and none of such orders shall contain any conditions inconsistent with the provisions of this Agreement or of the Registration Statement. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of the Willxxx X. Xxxxx, Xxq., Vice President-General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (CD) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx Hadlxx & MxXxxx LLPXcClxx XXX, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (DE) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young LLPArthxx Xxxexxxx XXX, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing ProspectusRegistration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) At the Closing Date, there shall be in full force and effect an order or orders, satisfactory to counsel for the Purchasers, of the State Corporation Commission of Virginia, the Illinois Commerce Commission and the Public Service Commission of Kentucky and of such other regulatory authorities, if any, as may have jurisdiction over the issue and sale of the New Debentures by the Company to the Purchasers, authorizing such issue and sale as herein and in the Registration Statement provided, and none of such orders shall contain any conditions inconsistent with the provisions of this Agreement or of the Registration Statement. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of the Xxxxxxx X. Xxxxx, Esq., Vice President-General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (CD) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (DE) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young Xxxxxx Xxxxxxxx LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing ProspectusRegistration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing Prospectus, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion and a letter of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form forms set forth in Exhibit B Exhibits B-1 and B-2 hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing Prospectus, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx & MxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. (E) The Securities shall have been approved for listing, and the Company will use its best efforts to maintain the listing, on the New York Stock Exchange and such other exchanges where the Company’s Common Stock is listed. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing Prospectus, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion and a letter of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form forms set forth in Exhibit B Exhibits B-1 and B-2 hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof. 1. 3-11

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing ProspectusRegistration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. (E) The Securities shall have been approved for listing, and the Company will use its best efforts to maintain the listing, on the New York Stock Exchange and such other exchanges where the Company's Common Stock is listed. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing ProspectusRegistration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company Company, and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing ProspectusRegistration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or President, a Vice President or the Treasurer of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. (E) Until the Company's Annual Report on Form 10-K shall have been filed for the year ended December 31, 2002, the Purchasers or the Representative shall have received on the Closing Date a letter from PricewaterhouseCoopers LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit D hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company Company, and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing Prospectus, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing Prospectus, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion and a letter of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form forms set forth in Exhibit B Exhibits B-1 and B-2 hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. (E) The Securities shall have been approved for listing, and the Company will use its best efforts to maintain the listing, on the New York Stock Exchange and such other exchanges where the Company’s Common Stock is listed. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. (a) The respective obligations obligation of the Purchasers Initial Purchaser to purchase and pay for the Purchased Securities to be purchased hereunder are at the Initial Closing is subject to the satisfaction of the following conditions:conditions precedent (unless waived by the Initial Purchaser): (Ai) The Registration Statement Company shall have become effective and no stop order suspending filed the effectiveness of the Registration Statement shall be in effectCharter Amendment with, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing Prospectus, there filing shall have been no material adverse change accepted by, the Utah Department of Commerce, Division of Corporations and Commercial Code and the Initial Purchaser shall have received reasonably satisfactory evidence of such filing; (ii) The Company shall have duly issued and delivered to the Initial Purchaser the certificates for the Preferred Shares and the Warrants pursuant to Section 3.2(a); (iii) The Company shall have performed its obligations under, and shall have complied with, all the covenants and agreements set forth in this Agreement and the business, business prospects, properties, financial condition or results other Documents and all representations and warranties contained in Article IV shall be true and correct as of operations the date of the Initial Closing and the Initial Purchaser shall have received a certificate to that effect signed by an officer of the Company; and the Purchasers or the Representative ; (iv) The Initial Purchaser shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of an opinion from Stoel Rives LLP (counsel to the Company, including ) in a form reasonably acceptable to the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened.Initial Purchaser; (Bv) The Purchasers or the Representative Initial Purchaser shall have received on a certificate from the Closing Date Secretary or an opinion Assistant Secretary of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx & MxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Datedate of the Initial Closing, certifying (i) that true and complete copies of the Fundamental Documents of the Company as in effect on such date are attached thereto, (ii) as to the incumbency and genuineness of the signatures of each Person executing this Agreement and the other Documents on behalf of the Company and (iii) the genuineness of the resolutions (attached thereto) of the board of directors or similar governing body of the Company authorizing the execution, delivery and performance of this Agreement and the other Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby; (vi) Each of the Documents shall be in full force and effect and no material term or condition thereof shall have been amended, waived or otherwise modified without the prior written consent of the Initial Purchaser; (vii) The issuance and sale of the Purchased Securities to the Initial Purchaser shall have been consummated simultaneously with the Initial Closing; and (viii) Each Purchaser shall be satisfied that the conditions to effectiveness set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when the Credit Agreement Amendment will be satisfied at the Initial Closing after giving effect to the transactions contemplated by Section 2.3(a). (b) The obligation of each Purchaser to purchase and as required pay for Mandatory Securities to be fulfilled, this Agreement may be terminated by the Purchasers by notice purchased hereunder at each Drawdown Closing occurring prior to the Company and Expiration Date is subject to (i) the occurrence of a Trigger Event with respect to the fiscal quarter ending immediately prior to the date of such termination shall be without liability Drawdown Closing or (ii) receipt of any party to any other party except as provided in Articles VI and VII hereofan Advance Purchase Notice.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing Prospectus, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative Representatives shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative Representatives shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representative Representatives shall have received on the Closing Date an opinion and a letter of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form forms set forth in Exhibit B Exhibits B-1 and B-2 hereto. (D) The Purchasers or the Representative Representatives shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Date, substantially to the effect set forth in Exhibit C hereto. (E) The Securities shall have been approved for listing, and the Company will use its best efforts to maintain the listing, on the New York Stock Exchange and such other exchanges where the Company’s Common Stock is listed. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing ProspectusRegistration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representative shall have received on the Closing Date an opinion of the Xxxxxxx X. Xxxxx Esq., Vice President-General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. . (C) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx Xxxxxx & MxXxxx LLPXxXxxx, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young Xxxxxx Xxxxxxxx LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

Conditions to Purchaser’s Obligations. The respective obligations obligation of the Purchasers hereunder are subject Purchaser to purchase the 1993 Notes at the Closing shall be subject, in its discretion, to satisfaction of the following conditionsconditions at and as of the Closing: (Aa) All representations and warranties and other statements of the 1993 Noteholders, the Company and the Xxxxxxx Group herein are, at and as of the Closing, true and correct in all material respects. (b) The Registration Statement 1993 Noteholders, the Xxxxxxx Group and the Company shall have become effective performed all of their covenants and obligations required to be performed hereunder. (c) There exists no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no litigation or governmental proceedings for such purpose shall be pending before or threatened to restrain, invalidate, prevent, or otherwise impede any transaction contemplated hereby. (d) The 1993 Notes together with the Instruments of Transfer specified by the Commission; since the latest date as of which information is given in the Pricing Prospectus, there Purchaser shall have been no material adverse change in delivered by the businessEscrow Agent to the Purchaser as directed. (e) The Company, business prospects, properties, financial condition or results of operations and certain holders of the Company; 's preferred stock and debt, shall have duly authorized and executed the Logitech Agreement and the Purchasers or Closing specified in that Agreement shall have occurred simultaneously. (f) The Company and its counsel shall have furnished satisfactory evidence that the Representative Company's representations and warranties in Section 6 are accurate and complete. (g) All corporate and other proceedings to be taken by the 1993 Noteholders in connection with the transactions contemplated hereby and all documents incident thereto, including but not limited to the Instruments of Transfer, shall be satisfactory in form and substance to Purchaser and its special counsel, and said counsel shall have received on the Closing Date the customary form all such counterpart originals or certified or other copies of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate documents as they may rely upon the best of his or her knowledge as to proceedings pending or threatenedreasonably request. (Bh) The Purchasers On or prior to the Representative Closing, the Company shall have consummated the convertible debt offering described in the Proxy Statement or other similar equity or convertible debt offering (in either case, the "Offering") and, in either case, shall have received on the Closing Date an opinion gross proceeds of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A heretoat least fifty million dollars ($50,000,000) therefrom. (Ci) The Purchasers or the Representative shall have received on the Closing Date an opinion of Milbank, Tweed, Hxxxxx & MxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit B hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from Ernst & Young LLP, independent public accountants for the Company, dated as of the Closing Date, to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV Company shall not have been fulfilled when suffered any Material Adverse Change in its business or financial condition. The Purchaser may in its discretion elect to waive one or more of the foregoing (or portion thereof) and as required proceed to be fulfilledClosing, this Agreement may be terminated by the Purchasers by upon notice to the Company and such termination shall be without liability other parties of any party to any other party except as provided in Articles VI and VII hereofits election.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Act shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing ProspectusProspectus [and the Preliminary Canadian Offering Memorandum]40, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers [or the Representative Representatives]41 shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers [or the Representative Representatives]42 shall have received on the Closing Date an opinion of the chief legal officer of the Company or the Senior Vice President, Deputy General Counsel and Corporate Secretary of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers [or the Representative Representatives]43 shall have received on the Closing Date an opinion and a letter of Milbank, Tweed, Hxxxxx & MxXxxx Milbank LLP, counsel for the Purchasers, dated the Closing Date, substantially in the form forms set forth in Exhibit B Exhibits B-1 and B-2 hereto. (D) The Purchasers [or the Representative Representatives] shall have received on the Closing Date a letter from Ernst Xxxxx & Young LLP, independent registered public accountants for the Company, dated as of the Closing Date, substantially to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.