Common use of CONDITIONS TO THE COMPANY Clause in Contracts

CONDITIONS TO THE COMPANY. S ELECTION TO PAY THE REPURCHASE PRICE IN COMMON STOCK. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 8.1 if: (1) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date of not less than the Repurchase Price. For purposes of Section 8.1 and this Section 8.2, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date; (2) The shares of Common Stock to be issued upon repurchase of Notes hereunder (i) shall not require registration under any federal securities law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon repurchase or, if such registration is required, such registration shall be completed and shall become effective prior to the Repurchase Date, and (ii) shall not require registration with or approval of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase or if such registration is required or such approval must be obtained, such registration shall be completed or such approval shall be obtained prior to the Repurchase Date; (3) The shares of Common Stock to be issued upon repurchase of Notes hereunder are, or shall have been, approved for listing on the Nasdaq National Market or the New York Stock Exchange or listed on another national securities exchange, in any case, prior to the Repurchase Date; and (4) All shares of Common Stock which may be issued upon repurchase of Notes will be issued out of the Company's authorized but unissued Common Stock and, will upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive or similar rights. If all of the conditions set forth in this Section 8.2 are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cash.

CONDITIONS TO THE COMPANY. S ELECTION TO PAY THE REPURCHASE PRICE IN COMMON STOCK. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 8.1 if16.1 if and only if the following conditions shall have been satisfied: (1a) The shares of Common Stock deliverable in payment of the Repurchase Price shall have a fair market value as of the Repurchase Date repurchase date of not less than the Repurchase Price. For purposes of Section 8.1 16.1 and this Section 8.216.3, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Daterepurchase date; (2b) The Repurchase Price shall be paid only in cash in the event any shares of Common Stock to be issued upon repurchase of Notes hereunder (i) shall not require registration under any federal securities law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon repurchase or, and if such registration is required, such registration shall be not completed and shall or does not become effective prior to the Repurchase Daterepurchase date, and and/or (ii) shall not require registration with or approval of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase or and if such registration is required not completed or does not become effective or such approval must be obtained, such registration shall be completed or such approval shall be is not obtained prior to the Repurchase Daterepurchase date; (3c) The shares Payment of the Repurchase Price may not be made in Common Stock to be issued upon repurchase of Notes hereunder areunless such stock is, or shall have been, or approved for listing quotation on the Nasdaq National Market or the New York Stock Exchange or listed on another a national securities exchange, in any either case, prior to the Repurchase Daterepurchase date; and (4d) All shares of Common Stock which may be issued upon repurchase of the Notes will be issued out of the Company's authorized but unissued Common Stock and, will upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive or similar rights. If all of the conditions set forth in this Section 8.2 16.3 are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cash.

CONDITIONS TO THE COMPANY. S ELECTION TO PAY THE REPURCHASE PRICE IN COMMON STOCKs Obligations Regarding Initial Receivables. The obligations of the Company may elect to pay purchase the Repurchase Price by delivery Receivables in the Initial Accounts on the Closing Date shall be subject to the satisfaction of shares of Common Stock pursuant to Section 8.1 ifthe following conditions: (1a) The shares All representations and warranties of Common Stock deliverable each Seller contained in payment of this Agreement shall be true and correct on the Repurchase Price Closing Date with the same effect as though such representations and warranties had been made on such date; (b) All information concerning the Initial Accounts provided to the Company, or its designee, shall have a fair market value be true and correct as of the Repurchase Closing Date in all material respects; (c) Each Seller shall have (i) delivered to the Company, or its designee, a computer file or microfiche list containing a true and complete list of not less than the Repurchase Price. For purposes of Section 8.1 all related Initial Accounts identified by account number and this Section 8.2, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average Receivables balance as of the Closing Prices Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date; (2) The shares of Common Stock to be issued upon repurchase of Notes hereunder (i) shall not require registration under any federal securities law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon repurchase or, if such registration is required, such registration shall be completed and shall become effective prior to the Repurchase Date, Date and (ii) shall not require registration with or approval substantially performed all other obligations required to be performed by the provisions of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase or if such registration is required or such approval must be obtained, such registration shall be completed or such approval shall be obtained prior to the Repurchase Datethis Agreement; (3d) The shares Each Seller shall have recorded and filed, at its expense, any financing statement with respect to the related Receivables (other than Receivables in Additional Accounts) now existing and hereafter created for the transfer of Common Stock accounts and general intangibles (each as defined in Section 9-102 of the UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as would be necessary to be issued upon repurchase perfect the sale of Notes hereunder areand security interest in such Receivables from such Seller to the Company, and shall deliver a file-stamped copy of such financing statements or other evidence of such filings to the Company, or its designee; (e) On or before the Closing Date, (i) the Company and the Owner Trustee shall have beenentered into the Trust Agreement, approved for listing on (ii) the Nasdaq National Market or Company, Household Finance Corporation and the New York Stock Exchange or listed on another national securities exchangeOwner Trustee shall have entered into the Transfer and Servicing Agreement, in any case, prior to (iii) the Repurchase DateTrust and the Indenture Trustee shall have entered into the Indenture and (iv) the closing under the Transfer and Servicing Agreement and the Indenture shall take place simultaneously with the initial closing hereunder; and (4f) All shares of Common Stock which may corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be issued upon repurchase of Notes will be issued out of satisfactory in form and substance to the Company's authorized but unissued Common Stock and, will upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive or similar rights. If all of the conditions set forth in this Section 8.2 are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cashshall have received from the Sellers copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as the Company may reasonably have requested.

CONDITIONS TO THE COMPANY. S ELECTION TO PAY THE REPURCHASE PRICE IN COMMON STOCKs and the Stockholders' ------------------------------------------------- Obligations. The obligation of the Company and Stockholders to effect the ----------- Closing shall be subject to the following additional conditions which may elect be waived in writing by the Company or Stockholders' Representatives: (a) The representations and warranties of BPB and the BPIM contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to pay the Repurchase Price extent that such representations and warranties speak to an earlier date) on the Closing Date with the same effect as though made at such time; provided, however, that for purposes of determining the satisfaction of the condition contained in this Section 9.2(a), (i) no effect shall be given to any exception or reference in such representations and warranties relating to knowledge, materiality or a Buyer's Material Adverse Effect and (ii) such representations and warranties shall be deemed true and correct in all material respects only if the failure or failures of such representations and warranties to be so true and correct (without giving effect to such knowledge, materiality and Buyer's Material Adverse Effect exceptions and references) do not represent in the aggregate a Buyer's Material Adverse Effect; (b) BPB and BPIM shall have performed and complied in all material respects with all covenants, obligations and conditions required by delivery this Agreement to be performed or complied with by them at or prior to the Closing Date; (c) BPB and BPIM shall have delivered to the Stockholders' Representatives a certificate, dated as of shares the Closing Date, from the President of Common Stock pursuant BPB and BPIM, respectively, on behalf of BPB and BPIM in such individual's capacity as an officer of BPB and BPIM and not as an individual, confirming the satisfaction of the conditions contained in paragraphs (a) and (b) of this Section 9.2; (d) BPB shall have executed and delivered to Section 8.1 if:the Stockholders' Representatives a registration rights agreement (the "Registration Rights Agreement") in substantially the form attached hereto as Exhibit B; (e) The Stockholders' Representatives shall have received the opinion or opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and/or Xxxxxxx, Procter and Xxxx, special counsel to BPB, dated the Closing Date, covering the matters set forth in Exhibit D; (1) The shares of Common Stock deliverable in payment of Company and the Repurchase Price Stockholders shall have a fair market value obtained from clients in accordance with Section 8.2 hereof either (A) written consents or (B) implied consents insofar as of they relate to any investment advisory agreement included on Schedule 8.2(c) or (2) the Repurchase Date of Company shall have entered into new investment advisory agreements with clients in accordance with Section 8.2 hereof; such consents and new agreements representing in the aggregate Adjusted Advisory Revenues equal to not less than the Repurchase Price. For purposes of Section 8.1 and this Section 8.2, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 9570% of the average of the Closing Prices Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase DateAdvisory Revenue Threshold; (2g) The shares of Common Stock to be issued upon repurchase of Notes hereunder (i) shall not require registration under any federal securities law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon repurchase or, if such registration is required, such registration shall be completed and shall become effective prior to the Repurchase Date, and (ii) shall not require registration with or approval of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase or if such registration is required or such approval must be obtained, such registration shall be completed or such approval shall be obtained prior to the Repurchase Date; (3) The shares of Common Stock to be issued upon repurchase of Notes hereunder are, or Stockholders shall have been, approved for listing on received a copy of the Nasdaq National Market or the New York Stock Exchange or listed on another national securities exchange, letters referred to in any case, prior to the Repurchase DateSection 9.1(k); and (4h) All shares The Stockholders shall have received an opinion of Common Stock which may be issued upon repurchase Ropes & Xxxx, special counsel to the Company and the Stockholders, or of Notes will be issued out such other nationally recognized law firm reasonably acceptable to the Stockholders, in form and substance reasonably satisfactory to Stockholders, to the effect that the transaction contemplated by this Agreement qualifies as a reorganization within the meaning of Section 368(a) of the Company's authorized but unissued Common Stock and, will upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive or similar rights. If all of the conditions set forth in this Section 8.2 are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cashCode.

CONDITIONS TO THE COMPANY. S ELECTION TO PAY THE REPURCHASE PRICE IN COMMON STOCK. The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 8.1 if12.1 if and only if the following conditions shall have been satisfied: (1a) The shares of Common Stock deliverable in payment of As to each Holder, the Repurchase Price shall have a fair market value as of be paid only in cash in the Repurchase Date of not less than the Repurchase Price. For purposes of Section 8.1 and this Section 8.2, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date; (2) The event any shares of Common Stock to be issued to such Holder upon repurchase of Notes Securities hereunder (i1) shall not require registration under any federal securities law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon repurchase or, and if such registration is required, such registration shall be not completed and shall or does not become effective prior to the Repurchase Date, and Date or (ii2) shall not require registration with or approval of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase or and if such registration is required not completed or does not become effective or such approval must be obtained, such registration shall be completed or such approval shall be is not obtained prior to the Repurchase Date; (3b) The shares Payment of the Repurchase Price may not be made in Common Stock to be issued upon repurchase of Notes hereunder areunless such stock is, or shall have been, approved for listing quotation on the The Nasdaq National Market or the New York Stock Exchange listed or listed quoted on another a national securities exchangeexchange or other quotation system, in any either case, prior to the Repurchase Date; and (4c) All shares of Common Stock which that may be issued upon repurchase of Notes Securities will be issued out of the Company's authorized but unissued Common Stock will and, will upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive or similar rights. If all of the conditions set forth in this Section 8.2 12.2 are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cash.

CONDITIONS TO THE COMPANY. S ELECTION TO PAY THE REPURCHASE PRICE IN COMMON STOCKs Election to Pay the ----------------------------------------------- Repurchase Price in Common Stock. -------------------------------- The Company may elect to pay the Repurchase Price by delivery of shares of Common Stock pursuant to Section 8.1 if12.1 if and only if the following conditions ------------ shall have been satisfied: (1a) The shares of Common Stock deliverable in payment of As to each Holder, the Repurchase Price shall have a fair market value as of be paid only in cash in the Repurchase Date of not less than the Repurchase Price. For purposes of Section 8.1 and this Section 8.2, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average of the Closing Prices Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date; (2) The event any shares of Common Stock to be issued to such Holder upon repurchase of Notes Securities hereunder (i1) shall not require registration under any federal securities law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon repurchase or, and if such registration is required, such registration shall be not completed and shall or does not become effective prior to the Repurchase Date, and Date or (ii2) shall not require registration with or approval of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase or and if such registration is required not completed or does not become effective or such approval must be obtained, such registration shall be completed or such approval shall be is not obtained prior to the Repurchase Date; (3b) The shares Payment of the Repurchase Price may not be made in Common Stock to be issued upon repurchase of Notes hereunder areunless such stock is, or shall have been, approved for listing quotation on the The Nasdaq National Market or the New York Stock Exchange listed or listed quoted on another a national securities exchangeexchange or other quotation system, in any either case, prior to the Repurchase Date; and (4c) All shares of Common Stock which that may be issued upon repurchase of Notes Securities will be issued out of the Company's authorized but unissued Common Stock will and, will upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive or similar rights. If all of the conditions set forth in this Section 8.2 12.2 are not ------------ satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cash.

CONDITIONS TO THE COMPANY. S ELECTION TO PAY THE REPURCHASE PRICE IN COMMON STOCKs Obligations Regarding Initial Receivables. The obligations of the Company may elect to pay purchase the Repurchase Price by delivery Receivables in the Initial Accounts on the Closing Date shall be subject to the satisfaction of shares of Common Stock pursuant to Section 8.1 ifthe following conditions: (1a) The shares All representations and warranties of Common Stock deliverable HRAC contained in payment of this Agreement shall be true and correct on the Repurchase Price Closing Date with the same effect as though such representations and warranties had been made on such date; (b) All information concerning the Initial Accounts provided to the Company shall have a fair market value be true and correct as of the Repurchase Closing Date in all material respects; (c) HRAC shall have (i) delivered, or caused to be delivered, to the Company a computer file or microfiche list containing a true and complete list of not less than the Repurchase Price. For purposes of Section 8.1 all Initial Accounts identified by account number and this Section 8.2, the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to 95% of the average Receivables balance as of the Closing Prices Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date; (2) The shares of Common Stock to be issued upon repurchase of Notes hereunder (i) shall not require registration under any federal securities law before such shares may be freely transferable without being subject to any transfer restrictions under the Securities Act upon repurchase or, if such registration is required, such registration shall be completed and shall become effective prior to the Repurchase Date, Date and (ii) shall not require registration with or approval substantially performed all other obligations required to be performed by the provisions of any governmental authority under any state law or any other federal law before such shares may be validly issued or delivered upon repurchase or if such registration is required or such approval must be obtained, such registration shall be completed or such approval shall be obtained prior to the Repurchase Datethis Agreement; (3d) The shares of Common Stock to be issued upon repurchase of Notes hereunder are, or HRAC shall have beenrecorded and filed, approved for listing on the Nasdaq National Market or the New York Stock Exchange or listed on another national securities exchangeat its expense, in any case, prior financing statement with respect to the Repurchase Receivables (other than Receivables in Additional Accounts) now existing and hereafter created for the transfer of accounts and general intangibles (each as defined in Section 9-106 of the UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as would be necessary to perfect the sale of and security interest in the Receivables from HRAC to the Company, and shall deliver a file-stamped copy of such financing statements or other evidence of such filings to the Company; (e) On or before the Closing Date, (i) the Company and the Owner Trustee shall have entered into the Trust Agreement (ii) the Company, Household Finance Corporation and the Owner Trustee shall have entered into the Transfer and Servicing Agreement, (iii) the Trust and the Indenture Trustee shall have entered into the Indenture and (iv) the closing under the Transfer and Servicing Agreement and the Indenture shall take place simultaneously with the initial closing hereunder; and (4f) All shares of Common Stock which may corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be issued upon repurchase of Notes will be issued out of satisfactory in form and substance to the Company's authorized but unissued Common Stock and, will upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive or similar rights. If all of the conditions set forth in this Section 8.2 are not satisfied in accordance with the terms thereof, the Repurchase Price shall be paid by the Company only in cashshall have received from HRAC copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as the Company may reasonably have requested.