Common use of Conditions to the Assumption Clause in Contracts

Conditions to the Assumption. The Assumption shall become effective ---------------------------- on the date (the "Assumption Date") when, but only when, the following conditions precedent have been satisfied: (a) The transfer of substantially all of the assets by FMC to Technologies, and the assumption of the liabilities of FMC by Technologies, each as described in the Registration Statement, shall have occurred. (b) FMC shall have assigned to Technologies, and Technologies shall have assumed, all of the obligations of FMC under the Bridge Credit Agreement. (c) No Default or Event of Default shall exist or would result from the Assumption. (d) The representations and warranties of the Borrower contained in Article V shall be true and correct in all material respects on the Assumption Date after giving effect to the Assumption, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date. (e) The Administrative Agent shall have received each of the following, in form and substance satisfactory to it: (i) a Note executed by Technologies in favor of each Lender requesting a Note, each in a principal amount equal to such Lender's Commitment, which Note shall be in substitution and replacement of the Note, if any, executed by FMC in favor of such Lender pursuant to Section 4.01(a)(2); (ii) the Guaranty executed by FMC; (iii) a certificate of the Secretary or an Assistant Secretary of Technologies or FMC, as the case may be, certifying any changes in the certificate of incorporation or bylaws of Technologies or FMC, as the case may be, delivered pursuant to Section 4.01(a)(iv); (iv) bring-down certificates of Governmental Authorities attesting to the existence and good standing of each of Technologies and FMC in its jurisdiction of incorporation; (v) an opinion of Xxxxxx X. Xxxxxxx, counsel to Technologies, addressing such matters as the Administrative Agent may reasonably request; (vi) an opinion of Xxxxx, Xxxxx & Xxxxx, counsel to FMC, addressing such matters as the Administrative Agent may reasonably request; (vii) all documents (including an incumbency certificate and certification by the Secretary or Assistant Secretary of each of Technologies and FMC of board resolutions) it may reasonably request relating to the existence of Technologies or FMC, as the case may be, the corporate authority for and the validity of the Loan Documents, and any other matter relevant hereto; (viii) a certificate of a Principal Officer of Technologies certifying that the conditions specified in Sections 4.02(a), (b), (c) and (d) have been satisfied; (ix) executed copies of the Separation and Distribution Agreement, the U.S. Purchase Agreement, the International Purchase Agreement, the Tax Sharing Agreement, and the Transition Services Agreement (and any related agreements requested by the Administrative Agent), and a list of Subsidiaries of Technologies, each as described in, and substantially in the form filed as exhibits to, the Registration Statement and each having terms and conditions reasonably acceptable to the Administrative Agent; and (x) such other documents, instruments or materials as the Administrative Agent or the Required Lenders may reasonably request.

Conditions to the Assumption. The Assumption shall ---------------------------- become effective ---------------------------- on the date (the "Assumption Date") when, but only when, the following conditions precedent have been satisfied: (a) The transfer of substantially all of the assets by FMC to Technologies, and the assumption of the liabilities of FMC by Technologies, each as described in the Registration Statement, shall have occurred. (b) FMC shall have assigned to Technologies, and Technologies shall have assumed, all of the obligations of FMC under the Bridge Credit Agreement. (c) No Default or Event of Default shall exist or would result from the Assumption. (dc) The representations and warranties of the Borrower contained in Article V shall be true and correct in all material respects on the Assumption Date after giving effect to the Assumption, except to the extent that such representation representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date. (ed) The Administrative Agent shall have received each of the following, in form and substance satisfactory to it: (i) a Note executed by Technologies in favor of each Lender requesting a Note, each in a principal amount equal to such Lender's Commitment, which Note shall be in substitution and replacement of the Note, if any, executed by FMC in favor of such Lender pursuant to Section 4.01(a)(2); (ii) the Guaranty executed by FMC; (iii) a certificate of the Secretary or an Assistant Secretary of Technologies or FMC, as the case may be, certifying any changes in the certificate of incorporation or bylaws of Technologies or FMC, as the case may be, delivered pursuant to Section 4.01(a)(iv); (iv) bring-down certificates of Governmental Authorities attesting to the existence and good standing of each of Technologies and FMC in its jurisdiction of incorporation; (v) an opinion of Xxxxxx X. Xxxxxxx, counsel to Technologies, addressing such matters as the Administrative Agent may reasonably request; (vi) an opinion of Xxxxx, Xxxxx & Xxxxx, counsel to FMC, addressing such matters as the Administrative Agent may reasonably request; (vii) all documents (including an incumbency certificate and certification by the Secretary or Assistant Secretary of each of Technologies and FMC of board resolutions) it may reasonably request relating to the existence of Technologies or FMC, as the case may be, the corporate authority for and the validity of the Loan Documents, and any other matter relevant hereto; (viiiii) a certificate of a Principal Officer of Technologies certifying that the conditions specified in Sections 4.02(a), (b), (c) and (dc) have been satisfied; (ixiii) executed copies of the Separation and Distribution Agreement, the U.S. Purchase Agreement, the International Purchase Agreement, the Tax Sharing Agreement, and the Transition Services Agreement (and any related agreements requested by the Administrative Agent), and a list of Subsidiaries of Technologies, each as described in, and substantially in the form filed as exhibits to, the Registration Statement and each having terms and conditions reasonably acceptable to the Administrative Agent; (iv) evidence that the obligation of Technologies to assume all of the obligations of FMC under the Bridge Credit Agreement has been released and discharged and that Technologies has no further obligations or liabilities under the Bridge Credit Agreement; and (xv) such other documents, instruments or materials as the Administrative Agent or the Required Lenders may reasonably request." (e) Section 4.04(e) is entirely amended as follows: (e) [Intentionally deleted]" (f) In Section 4.04(f), the reference to Section 4.02(e)(ix) is amended to be a reference to Section 4.02(d)(iii). (g) In Section 4.04(g), the reference to Section 4.02(e)(vii) is amended to be a reference to Section 4.02(d)(iii). (h) Section 6.06 is entirely amended as follows: