Common use of Conditions to the Initial Purchasers’ Obligations Clause in Contracts

Conditions to the Initial Purchasers’ Obligations. The obligations of the Initial Purchasers to purchase and pay for the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors in Section 2 hereof, in each case as of the date hereof and as of the Closing Date, as if made on and as of the Closing Date, to the accuracy of the statements of the officers of the Company and the Guarantors made pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their covenants and agreements hereunder and to the following additional conditions: (a) The Initial Purchasers shall have received an opinion, dated the Closing Date, of Xxxxxxx Coie LLP, counsel for the Company and the Guarantors, in form and substance satisfactory to the Initial Purchasers, to the effect set forth in Exhibit A hereto. (b) The Initial Purchasers shall have received an opinion, dated the Closing Date, of Counsel for the Initial Purchasers, with respect to the issuance and sale of the Securities and such other related matters as the Initial Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as it may reasonably request for the purpose of enabling it to pass upon such matters. (c) The Initial Purchasers shall have received a “comfort letter” from Ernst & Young LLP, the independent public accountant for the Company and the Guarantors, dated as of the date hereof, addressed to the Initial Purchasers and in form and substance satisfactory to the Initial Purchasers and Counsel for the Initial Purchasers. In addition, the Initial Purchasers shall have received a “bring-down comfort letter” from Ernst & Young LLP, dated as of the Closing Date, addressed to the Initial Purchasers and in form and substance satisfactory to the Initial Purchasers and Counsel for the Initial Purchasers. Each letter shall use a “cut-off date” within three business days of the date of such letter and the procedures shall extend to financial information in the Final Memorandum not contained in the Preliminary Memorandum. References to the Offering Memorandum in this paragraph (c) with respect to either letter referred to above shall include any amendment or supplement thereto at the date of such letter. (d) The Initial Purchasers shall have received a certificate, dated the Closing Date, of the Chief Executive Officer and the Chief Financial Officer of the Company to the effect that: (i) the representations and warranties of the Company and the Guarantors in this Agreement are true and correct as if made on and as of the Closing Date; the Offering Memorandum (exclusive of any amendment or supplement after the date hereof) does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Company and the Guarantors have, in all material respects, performed all covenants and agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date; and (ii) none of the Company, the Guarantors or any of their subsidiaries has sustained, since the date of the latest audited financial statements included in the Offering Memorandum (exclusive of any amendment or supplement thereto), any loss or interference with their respective businesses or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding that is material to the Company and the Guarantors, and there has not been any material adverse change in the business, operations, properties, assets, liabilities, net worth, condition (financial or otherwise) or prospects of the Company and the Guarantors, except in each case as described in or contemplated by the Offering Memorandum (exclusive of any amendment or supplement thereto). (e) The Registration Rights Agreement shall have been executed and delivered by all the parties thereto. (f) On or before the Closing Date, the Initial Purchasers and Counsel for the Initial Purchasers shall have received such further certificates, documents or other information as they may have reasonably requested from the Company and the Guarantors. All opinions, certificates, letters and documents delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory to the Initial Purchasers and Counsel for the Initial Purchasers. The Company shall furnish to the Initial Purchasers such conformed copies of such opinions, certificates, letters and documents in such quantities as the Initial Purchasers and Counsel for the Initial Purchasers shall reasonably request.

Conditions to the Initial Purchasers’ Obligations. The obligations of the several Initial Purchasers to purchase and pay for the Securities Notes shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors each Guarantor in Section 2 1 hereof, in each case as of the date hereof and as of the Closing Date, as if made on and as of the Closing Date, to the accuracy of the statements of the officers of the Company Company’s and the Guarantors Guarantors’ officers made pursuant to the provisions hereof, to the performance by the Company and the Guarantors each Guarantor of their its covenants and agreements hereunder and to the following additional conditions: (a) The Initial Purchasers shall have received an opinion, dated the Closing Date, of Xxxxxxx Coie LLP, each of (i) Xxxxxxxx & Xxxxx LLP counsel for the Company and with respect to corporate matters in the Guarantorsform of Exhibit A, (ii) Xxxxxxxx & Xxxxx LLP counsel for the Company with respect to collateral matters in form and substance reasonably satisfactory to the Initial Purchasers, (iii) K&L Gates LLP, special healthcare counsel to the effect set forth Company in Exhibit A heretoform and substance reasonably satisfactory to the Initial Purchasers, (iv) K&L Gates LLP, special counsel to the Company and the Guarantors with respect to Florida law matters in form and substance reasonably satisfactory to the Initial Purchasers, (v) Xxxxxx, Xxxxxx & Xxxxxxx, PC, special counsel to the Company and the Guarantors with respect to California law matters in form and substance reasonably satisfactory to the Initial Purchasers, (vi) Xxxxxx Xxxxx at Xxxx Xxxxx, special counsel to the Company and the Guarantors with respect to Maryland law matters in form and substance reasonably satisfactory to the Initial Purchasers, (vii) Xxxxxx Xxxxxxxx & Xxxx, LLP, special counsel to the Company and the Guarantors with respect to Michigan law matters in form and substance reasonably satisfactory to the Initial Purchasers, (viii) Xxxxx Xxxxxxxx PLLC, special counsel to the Company and the Guarantors with respect to Nevada law matters in form and substance reasonably satisfactory to the Initial Purchasers, (ix) Xxxxx, Xxxxxxxx, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, L.L.P., special counsel to the Company and the Guarantors with respect to North Carolina law matters in form and substance reasonably satisfactory to the Initial Purchasers and (x) Womblye Xxxxxxx Xxxxxxxxx & Xxxx, special counsel to the Company and the Guarantors with respect to South Carolina law matters in form and substance reasonably satisfactory to the Initial Purchasers. (b) The Initial Purchasers shall have received an opinion, dated the Closing Date, of Xxxxxx Xxxxxx & Xxxxxxx LLP, Counsel for the Initial Purchasers, with respect to the issuance and sale of the Securities Notes and such other related matters as the Initial Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as it may reasonably request for the purpose of enabling it to pass upon such matters. In rendering such opinion, Xxxxxx Xxxxxx & Xxxxxxx LLP shall have received and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such matters. (c) The Initial Purchasers shall have received a “comfort letter” from Ernst & Young LLP, the independent public accountant for the Company and the Guarantors, dated as on each of the date hereofhereof and the Closing Date a letter, addressed to dated the Initial Purchasers and date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Initial Purchasers and Counsel for the Initial Purchasers. In addition, the Initial Purchasers shall have received a “bring-down comfort letter” from Ernst & Young LLPLLP and Deloitte & Co. S.R.L., dated as independent registered public accounting firms, respectively, containing statements and information of the Closing Date, addressed type ordinarily included in accountants’ “comfort letters” to underwriters. The comfort letter to be provided by Xxxxx & Young LLP will be issued with respect to the Initial Purchasers historical consolidated financial statements of Radiation Therapy Services Holdings, Inc. and certain financial information contained in form the Offering Memorandum, and substance satisfactory to the Initial Purchasers and Counsel for the Initial Purchasers. Each letter shall use a “cut-off date” within three business days of the date of such letter and the their procedures shall extend to financial information in the Final Memorandum not contained in the Preliminary Memorandum. The comfort letter to be provided by Deloitte & Co. S.R.L. will be issued with respect to the combined special-purpose financial statements of the operating entities of Medical Developers LLC and their procedures shall extend to financial information in the Final Memorandum not contained in the Preliminary Memorandum. In both letters they shall include a “cut-off date” within five business days of the date of such letter. References to the Offering Memorandum in this paragraph (c) with respect to either letter referred to above shall include any amendment or supplement thereto at the date of such letter. (di) The Initial Purchasers shall have received a certificate, dated the Closing Date, of the Chief Executive Officer and the Chief Financial Officer None of the Company to the effect that: (i) the representations and warranties of the Company and the Guarantors in this Agreement are true and correct as if made on and as of the Closing Date; the Offering Memorandum (exclusive of any amendment or supplement after the date hereof) does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Company and the Guarantors have, in all material respects, performed all covenants and agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date; and (ii) none of the Company, the Guarantors or nor any of their its subsidiaries has nor any other Guarantor, shall have sustained, since the date of the latest audited historical consolidated financial statements included in the Offering Memorandum (exclusive of any amendment or supplement thereto), any loss or interference with their respective businesses or properties from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal court or governmental proceeding that action, order or decree (whether domestic or foreign) otherwise than as set forth in the Offering Memorandum (exclusive of any amendment or supplement thereto); and (ii) since the respective dates as of which information is material to given in each Memorandum, there shall not have been any change in the capital stock or long-term debt of the Company and the Guarantorsits subsidiaries or any other Guarantor, and there has not been or any material adverse change in or effect on or any development having a prospective change in or effect on the business, operations, properties, assets, liabilities, net worthstockholders’ equity, earnings, condition (financial or otherwise) ), results of operations or prospects management of the Company and its subsidiaries or any other Guarantor, whether or not in the Guarantorsordinary course of business, except otherwise than as set forth in each such Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any such case as described in clause (i) or contemplated by (ii), is, in the sole judgment of Xxxxx Fargo, so material and adverse as to make it impracticable or inadvisable to market the Notes on the terms and in the manner described in the Offering Memorandum (exclusive of any amendment or supplement thereto). (e) The Registration Rights Agreement None of the information set forth in the sections of the Offering Memorandum entitled “Use of Proceeds”, “Certain Relationships and Related Party Transactions” and “Business—Government Regulation” shall have been executed changed, if the effect of any such change, individually or in the aggregate, in the sole judgment of Xxxxx Fargo makes it impracticable or inadvisable to proceed with the offering or the delivery of the Notes on the terms and delivered by all in the parties manner described in the Offering Memorandum, exclusive of any amendment or supplement thereto. (f) The Initial Purchasers shall have received a certificate, dated the Closing Date and in form and substance reasonably satisfactory to the Initial Purchasers, of the Chief Executive Officer and the Chief Financial Officer of the Company as to the accuracy of the representations and warranties of the Company and the Guarantors in this Agreement at and as of the Closing Date; that the Company and the Guarantors have performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; and as to the matters set forth in Sections 6(d) and (e). (g) Subsequent to the date hereof, there shall not have been any decrease in the rating of the Notes or any of the Company’s other debt securities by any “nationally recognized statistical rating agency”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and no such organization shall have publicly announced that it has under surveillance or review its ratings of the Securities or any of the Company’s other debt securities or any notice or public announcement given of any intended or potential decrease in any such rating or that any such securities rating agency has under surveillance or review, with possible negative implications, its rating of the Notes. (h) The Notes shall be eligible for clearance and settlement through the Depository Trust Company, Clearstream Banking and the Euroclear System. (i) The Collateral Agent shall have received, and the Initial Purchasers shall have received, a copy of, each of (i) the Security Agreement, (ii) the Intercreditor Agreement, (iii) UCC financing statements naming the Company and each Guarantor, as applicable, as a debtor and the Collateral Agent as the secured party, in each case, in appropriate form for filing and (iv) short form security agreements in appropriate form for filing with the United States Patent and Trademark Office and/or United States Copyright Office to the extent required under the terms of the Security Agreement; provided that to the extent any such document or instrument (other than UCC financing statements) is not provided on or prior to the Closing Date after the Company’s use of commercially reasonable efforts to do so, the delivery of such document or instrument shall not constitute a condition precedent to the obligations of the Initial Purchasers to purchase and pay for the Notes as provided herein on the Closing Date but shall be required to be delivered after the Closing Date. (j) On or prior to the Closing Date, certificates representing all of the capital stock of the Company and its subsidiaries and all promissory notes held by the Company and the Guarantors, to the extent required to be pledged and delivered as Collateral under the Security Documents, shall have been delivered to the Senior Secured Facility Agent, together with any necessary endorsements duly executed in blank. (k) Subject to any limitations or conditions specified in the Security Documents, the Collateral Agent shall have received reasonably acceptable evidence of payment or arrangements for payment by the Company and the Guarantors of all applicable recording taxes, fees, charges, costs and expenses required for the filings, recordings, registrations and other actions referred to in Section 6(i). (l) The Initial Purchasers shall have received copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name the Company or any Guarantor as debtor and that are recorded in the United States Patent and Trademark Office or the United States Copyright Office or filed in those state jurisdictions in which the Company or any Guarantor is organized or has its principal place of business, as applicable, and such other searches that are required by the Security Documents. (m) On or before the Closing Date, the Initial Purchasers and Counsel for the Initial Purchasers shall have received such further certificates, documents or other information as they may have reasonably requested from the Company. (n) On or before the Closing Date, the Company and shall enter into the Guarantors. All opinions, certificates, letters and documents delivered pursuant to this Agreement will comply Senior Secured Facility in a manner consistent with the provisions hereof only if they are reasonably satisfactory to description in the Initial Purchasers and Counsel for the Initial Purchasers. The Company shall furnish to the Initial Purchasers such conformed copies of such opinions, certificates, letters and documents in such quantities as the Initial Purchasers and Counsel for the Initial Purchasers shall reasonably requestMemorandum.

Conditions to the Initial Purchasers’ Obligations. The obligations of the several Initial Purchasers to purchase and pay for the Securities Notes shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors each Guarantor in Section 2 1 hereof, in each case as of the date hereof and as of the Closing Date, as if made on and as of the Closing Date, to the accuracy of the statements of the officers of the Company Company’s and the Guarantors Guarantors’ officers made pursuant to the provisions hereof, to the performance by the Company and the Guarantors each Guarantor of their its covenants and agreements hereunder and to the following additional conditions: (a) The Initial Purchasers shall have received an opinion, dated the Closing Date, of Xxxxxxx Coie LLP, each of (i) Xxxxxxxx & Xxxxx LLP counsel for the Company and with respect to corporate matters in the Guarantorsform of Exhibit A, (ii) K&L Gates LLP, special healthcare counsel to the Company in form and substance reasonably satisfactory to the Initial Purchasers, (iii) Holland & Knight, special counsel to the effect set forth Company and the Guarantors with respect to Florida law matters in Exhibit A heretoform and substance reasonably satisfactory to the Initial Purchasers, (iv) Xxxxxx, Xxxxx & Xxxxxxx, PC, special counsel to the Company and the Guarantors with respect to California law matters in form and substance reasonably satisfactory to the Initial Purchasers, (v) Xxxx Xxxxx, special counsel to the Company and the Guarantors with respect to Maryland law matters in form and substance reasonably satisfactory to the Initial Purchasers, (vi) Xxxxxx Xxxxxxxx & Xxxx, LLP, special counsel to the Company and the Guarantors with respect to Michigan law matters in form and substance reasonably satisfactory to the Initial Purchasers, (vii) Xxxxx Xxxxxxxx PLLC, special counsel to the Company and the Guarantors with respect to Nevada law matters in form and substance reasonably satisfactory to the Initial Purchasers, (viii) Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, L.L.P., special counsel to the Company and the Guarantors with respect to North Carolina law matters in form and substance reasonably satisfactory to the Initial Purchasers and (ix) Womblye Xxxxxxx Xxxxxxxxx & Rice, special counsel to the Company and the Guarantors with respect to South Carolina law matters in form and substance reasonably satisfactory to the Initial Purchasers. (b) The Initial Purchasers shall have received an opinion, dated the Closing Date, of Xxxxxx Xxxxxx & Xxxxxxx LLP, Counsel for the Initial Purchasers, with respect to the issuance and sale of the Securities Notes and such other related matters as the Initial Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as it may reasonably request for the purpose of enabling it to pass upon such matters. In rendering such opinion, Xxxxxx Xxxxxx & Xxxxxxx LLP shall have received and may rely upon such certificates and other documents and information as it may reasonably request to pass upon such matters. (c) The Initial Purchasers shall have received a “comfort letter” from Ernst & Young LLP, the independent public accountant for the Company and the Guarantors, dated as on each of the date hereofhereof and the Closing Date a letter, addressed to dated the Initial Purchasers and date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Initial Purchasers and Counsel for the Initial Purchasers. In addition, the Initial Purchasers shall have received a “bring-down comfort letter” from Ernst Deloitte & Young Touche LLP, dated as independent registered public accounting firms, respectively, containing statements and information of the Closing Date, addressed type ordinarily included in accountants’ “comfort letters” to underwriters. The comfort letter to be provided by Deloitte & Touche LLP will be issued with respect to the Initial Purchasers historical consolidated financial statements of 21st Century Oncology Holdings, Inc. and certain financial information contained in form the Offering Memorandum, and substance satisfactory to the Initial Purchasers and Counsel for the Initial Purchasers. Each letter shall use a “cut-off date” within three business days of the date of such letter and the their procedures shall extend to financial information in the Final Memorandum not contained in the Preliminary Memorandum. In such letter they shall include a “cut-off date” within five business days of the date of such letter. References to the Offering Memorandum in this paragraph (c) with respect to either the letter referred to above shall include any amendment or supplement thereto at the date of such letter. (di) The Initial Purchasers shall have received a certificate, dated the Closing Date, of the Chief Executive Officer and the Chief Financial Officer None of the Company to the effect that: (i) the representations and warranties of the Company and the Guarantors in this Agreement are true and correct as if made on and as of the Closing Date; the Offering Memorandum (exclusive of any amendment or supplement after the date hereof) does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Company and the Guarantors have, in all material respects, performed all covenants and agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date; and (ii) none of the Company, the Guarantors or nor any of their its subsidiaries has nor any other Guarantor, shall have sustained, since the date of the latest audited historical consolidated financial statements included in the Offering Memorandum (exclusive of any amendment or supplement thereto), any loss or interference with their respective businesses or properties from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal court or governmental proceeding that action, order or decree (whether domestic or foreign) otherwise than as set forth in the Offering Memorandum (exclusive of any amendment or supplement thereto); and (ii) since the respective dates as of which information is material to given in each Memorandum, there shall not have been any change in the capital stock or long-term debt of the Company and the Guarantorsits subsidiaries or any other Guarantor, and there has not been or any material adverse change in or effect on or any development having a prospective change in or effect on the business, operations, properties, assets, liabilities, net worthstockholders’ equity, earnings, condition (financial or otherwise) ), results of operations or prospects management of the Company and its subsidiaries or any other Guarantor, whether or not in the Guarantorsordinary course of business, except otherwise than as set forth in each such Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any such case as described in clause (i) or contemplated by (ii), is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to market the Notes on the terms and in the manner described in the Offering Memorandum (exclusive of any amendment or supplement thereto). (e) The Registration Rights Agreement None of the information set forth in the sections of the Offering Memorandum entitled “Use of Proceeds”, “Certain Relationships and Related Party Transactions” and “Business—Government Regulations” shall have been executed changed, if the effect of any such change, individually or in the aggregate, in the sole judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the Notes on the terms and delivered by all in the parties manner described in the Offering Memorandum, exclusive of any amendment or supplement thereto. (f) The Initial Purchasers shall have received a certificate, dated the Closing Date and in form and substance reasonably satisfactory to the Initial Purchasers, of an executive officer of the Company as to the accuracy of the representations and warranties of the Company and the Guarantors in this Agreement at and as of the Closing Date; that the Company and the Guarantors have performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; and as to the matters set forth in Section 6(d). (g) At the time of execution of this Agreement, the Representatives shall have received from the Chief Financial Officer for U.S. Operations of the Company, a certificate dated the date hereof addressed to the Representatives, in form and substance satisfactory to the Representatives. On the Closing Date, the Representatives shall have received from the Chief Financial Officer of the Company for U.S. Operations, a certificate dated such date in form and substance satisfactory to the Representatives, to the effect that he reaffirms the statements made in the certificate furnished by him pursuant to the previous sentence of this subsection (g). (h) Subsequent to the date hereof, there shall not have been any decrease in the rating of the Notes or any of the Company’s other debt securities by any “nationally recognized statistical rating agency”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and no such organization shall have publicly announced that it has under surveillance or review its ratings of the Notes or any of the Company’s other debt securities or any notice or public announcement given of any intended or potential decrease in any such rating or that any such securities rating agency has under surveillance or review, with possible negative implications, its rating of the Notes. (i) The Notes shall be eligible for clearance and settlement through the Depository Trust Company. (j) On or before the Closing Date, the Initial Purchasers and Counsel for the Initial Purchasers shall have received such further certificates, documents or other information as they may have reasonably requested from the Company and the Guarantors. All opinions, certificates, letters and documents delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory to the Initial Purchasers and Counsel for the Initial Purchasers. The Company shall furnish to the Initial Purchasers such conformed copies of such opinions, certificates, letters and documents in such quantities as the Initial Purchasers and Counsel for the Initial Purchasers shall reasonably requestCompany.

Conditions to the Initial Purchasers’ Obligations. The obligations of the several Initial Purchasers to purchase and pay for the Securities Notes shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors in Section 2 1 hereof, in each case as of the date hereof and as of the Closing Date, as if made on and as of the Closing Date, to the accuracy of the statements of the Company’s officers of the Company and the Guarantors made pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their its covenants and agreements hereunder and to the following additional conditions: (a) The Initial Purchasers shall have received (i) an opinion, dated the Closing Date, of Xxxxxxx Coie Xxxxxxxx & Xxxxx, LLP, counsel for the Company Company, (ii) an opinion, dated the Closing Date, of Xxxxxxx, Xxxxxxxxxx & Xxxxx, Washington counsel for the Company, and (iii) an opinion, dated the GuarantorsClosing Date, of Xxxxx X. Xxxxxxxxxx, internal counsel for the Company, in each case in form and substance reasonably satisfactory to the Initial Purchasers, to the effect set forth in Exhibit A hereto. (b) The Initial Purchasers shall have received an opinion, dated the Closing Date, of Xxxxxx Gordon& Xxxxxxx LLP, Counsel for the Initial Purchasers, with respect to the issuance and sale of the Securities Notes and such other related matters as the Initial Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as it may reasonably request for the purpose of enabling it to pass upon such matters. (c) The Initial Purchasers shall have received a “comfort letter” from Ernst & Young LLP, the independent public accountant for the Company and the Guarantors, dated as on each of the date hereofhereof and the Closing Date a letter, addressed to dated the Initial Purchasers and date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Initial Purchasers and Counsel for the Initial Purchasers. In addition, the Initial Purchasers shall have received a “bring-down comfort letter” from Ernst & Young LLP, dated as independent public accountants, containing statements and information of the Closing Date, addressed type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the Initial Purchasers historical consolidated financial statements and certain financial information contained in form and substance satisfactory to the Initial Purchasers and Counsel for Offering Memorandum; provided that the Initial Purchasers. Each letter shall use a “cut-off date” within three business days of the date of such letter and the that their procedures shall extend to financial information in the Final Memorandum not contained in the Preliminary Memorandum. References to the Offering Memorandum in this paragraph (c) with respect to either letter referred to above shall include any amendment or supplement thereto at the date of such letter. (di) The Initial Purchasers shall have received a certificate, dated the Closing Date, of the Chief Executive Officer and the Chief Financial Officer None of the Company to the effect that: (i) the representations and warranties of the Company and the Guarantors in this Agreement are true and correct as if made on and as of the Closing Date; the Offering Memorandum (exclusive of any amendment or supplement after the date hereof) does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Company and the Guarantors have, in all material respects, performed all covenants and agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date; and (ii) none of the Company, the Guarantors or nor any of their subsidiaries has its subsidiaries, shall have sustained, since the date of the latest audited historical consolidated financial statements included in the Offering Memorandum (exclusive of any amendment or supplement thereto), any loss or interference with their respective businesses or properties from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal court or governmental proceeding that action, order or decree (whether domestic or foreign) otherwise than as set forth in the Offering Memorandum (exclusive of any amendment or supplement thereto); and (ii) since the respective dates as of which information is material to given in each Memorandum, there shall not have been any change in the capital stock or long-term debt of the Company and the Guarantorsits subsidiaries, and there has not been considered as one enterprise, or any material adverse change in or effect on or any development having a prospective change in or effect on the business, operations, properties, assets, liabilities, net worthearnings, condition (financial or otherwise) ), results of operations or prospects management of the Company and its subsidiaries, considered as one enterprise, whether or not in the Guarantorsordinary course of business, except otherwise than as set forth in each such Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any such case as described in clause (i) or contemplated by (ii), is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to market the Notes on the terms and in the manner described in the Offering Memorandum (exclusive of any amendment or supplement thereto). (e) The Registration Rights Agreement None of the information set forth in the sections of the Offering Memorandum entitled “Use of Proceeds” and “Offering Memorandum Summary—Recent Developments” shall have been executed changed, if the effect of any such change, individually or in the aggregate, in the sole judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the Notes on the terms and delivered by all in the parties manner described in the Offering Memorandum, exclusive of any amendment or supplement thereto. (f) The Initial Purchasers shall have received certificates dated the Closing Date and in form and substance reasonably satisfactory to the Initial Purchasers, of (i) the Chief Executive Officer and the Chief Financial Officer of the Company and (ii) each Guarantor: as to the accuracy of the representations and warranties of the Company and the Guarantors in this Agreement at and as of the Closing Date; that the Company and or the applicable Guarantor(s), as the case may be, have performed all covenants and agreements and satisfied all conditions on its or their part to be performed or satisfied at or prior to the Closing Date; and as to the matters set forth in Sections 6(d) (in the case of the certificate from the Company’s officers only) and 6(e). (g) The Notes shall have received initial ratings by Standard & Poor’s and Xxxxx’x, and, subsequent to the date hereof, there shall not have been any decrease in the rating of the Notes or any of the Company’s other debt securities by any “nationally recognized statistical rating agency”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and no such organization shall have publicly announced that it has under surveillance or review its ratings of the Notes or any of the Company’s other debt securities or any notice or public announcement given of any intended or potential decrease in any such rating or that any such securities rating agency has under surveillance or review, with possible negative implications, its rating of the Notes. (h) The Notes shall be eligible for clearance and settlement through the Depository Trust Company. (i) On or before the Closing Date, the Initial Purchasers and Counsel for the Initial Purchasers shall have received such further certificates, documents or other information as they may have reasonably requested from the Company and the Guarantors. All opinions, certificates, letters and documents delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory to the Initial Purchasers and Counsel for the Initial Purchasers. The Company shall furnish to the Initial Purchasers such conformed copies of such opinions, certificates, letters and documents in such quantities as the Initial Purchasers and Counsel for the Initial Purchasers shall reasonably requestCompany.

Conditions to the Initial Purchasers’ Obligations. The obligations of the Initial Purchasers Purchaser to purchase and pay for the Securities Notes shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors Parent Guarantor in Section 2 hereof, in each case as of the date hereof Execution Date and as of the Closing Date, as if made on and as of the Closing Date, to the accuracy of the statements of the officers of the Company and the Guarantors Parent Guarantor made pursuant to the provisions hereof, to the performance by the Company and the Guarantors Parent Guarantor of their covenants and agreements hereunder and to the following additional conditions: (a) The Initial Purchasers Purchaser shall have received an opinion, dated the Closing Date, of Xxxxxxx Coie LLP, (i) the general counsel for the Company and the GuarantorsParent Guarantor, and (ii) Torys LLP, special counsel for the Company and the Parent Guarantor, in each case in form and substance satisfactory to the Initial Purchaser, to the effect set forth in Exhibit A-1 and Exhibit A-2 hereto. (b) The Initial Purchaser shall have received an opinion, dated the Closing Date, of Stikeman Elliott, U.K. counsel for the Company and the Parent Guarantor, in form and substance satisfactory to the Initial PurchasersPurchaser, to the effect set forth in Exhibit A B hereto. (bc) The Initial Purchasers Purchaser shall have received an opinion, dated the Closing Date, of Counsel for the Initial PurchasersPurchaser, with respect to the issuance and sale of the Securities Notes and such other related matters as the Initial Purchasers Purchaser may reasonably require, and the Company shall have furnished to such counsel such documents as it may reasonably request for the purpose of enabling it to pass upon such matters. (cd) The Initial Purchasers Purchaser shall have received a “comfort letter” from Ernst & Young KPMG LLP, the independent public accountant for the Company and the GuarantorsParent Guarantor, dated as of the date hereof, addressed to the Initial Purchasers Purchaser and in form and substance satisfactory to the Initial Purchasers Purchaser and Counsel for the Initial PurchasersPurchaser. In addition, the Initial Purchasers Purchaser shall have received a “bring-down comfort letter” from Ernst & Young KPMG LLP, dated as of the Closing Date, addressed to the Initial Purchasers Purchaser and in form and substance satisfactory to the Initial Purchasers Purchaser and Counsel for the Initial Purchasers. Each letter shall use a “cut-off date” within three business days of the date of such letter and the procedures shall extend to financial information in the Final Memorandum not contained in the Preliminary MemorandumPurchaser. References to the Offering Final Memorandum in this paragraph (cd) with respect to either letter referred to above shall include any amendment or supplement thereto at the date of such letter. (de) The Senior Credit Facility, with terms substantially the same as those described in the Final Memorandum, shall have been executed and delivered by the parties thereto, and the closing conditions to the initial borrowings thereunder shall have been satisfied. (f) The Initial Purchasers Purchaser shall have received a certificate, dated the Closing Date, of the Chief Executive Officer and the Chief Financial Officer of each of the Company and the Parent Guarantor to the effect that: (i) the representations and warranties of the Company and the Guarantors Parent Guarantor in this Agreement are true and correct as if made on and as of the Closing Date; the Offering Memorandum (exclusive Final Memorandum, as amended or supplemented as of any amendment or supplement after the date hereof) Closing Date, does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Company and the Guarantors have, in all material respects, Parent Guarantor have performed all covenants and agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date; and (ii) none of neither the Company, the Guarantors or Parent Guarantor nor any of their subsidiaries has sustained, since the date of the latest audited financial statements included in the Offering Memorandum (exclusive of any amendment or supplement thereto), sustained any loss or interference with their respective businesses or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding that is material to the Company and the Guarantorshas had a Material Adverse Effect, and there has not been any material adverse change in the business, operations, properties, assets, liabilities, net worth, condition (financial or otherwise) or prospects of the Company Company, the Parent Guarantor and the Guarantorstheir subsidiaries, considered as one enterprise, except in each case as described in or contemplated by the Offering Final Memorandum (exclusive of any amendment or supplement thereto). (eg) The Registration Rights Agreement Notes shall have received initial ratings of not less than B by Standard & Poor’s and B2 by Moody’s, and, subsequent to the Execution Date, there shall not have been executed and delivered any decrease in the rating of the Notes by all any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g)(2) under the parties theretoSecurities Act) or any notice or public announcement given of any intended or potential decrease in any such rating or that any such securities rating agency has under surveillance or review, with possible negative implications, its rating of the Notes. (fh) On or before the Closing Date, the Company shall have furnished to the Initial Purchaser and Counsel for the Initial Purchaser evidence satisfactory to the Initial Purchaser that each part of the Transactions (as defined in the Final Memorandum) has occurred or will occur contemporaneously with the Closing Date. (i) On or before the Closing Date, the Initial Purchasers Purchaser and Counsel for the Initial Purchasers Purchaser shall have received such further certificates, documents or other information as they may have reasonably requested from the Company and the GuarantorsParent Guarantor. All opinions, certificates, letters and documents delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory to the Initial Purchasers Purchaser and Counsel for the Initial PurchasersPurchaser. The Company shall furnish to the Initial Purchasers Purchaser such conformed copies of such opinions, certificates, letters and documents in such quantities as the Initial Purchasers Purchaser and Counsel for the Initial Purchasers Purchaser shall reasonably request.

Conditions to the Initial Purchasers’ Obligations. The obligations of the Initial Purchasers to purchase and pay for the Securities shall be hereunder are subject to the accuracy accuracy, when made and on the Closing Date, of the representations and warranties of the Company and the Guarantors in Section 2 hereof, in each case as of the date hereof and as of the Closing Date, as if made on and as of the Closing Date, to the accuracy of the statements of the officers of the Company and the Guarantors made pursuant to the provisions hereofcontained herein, to the performance by the Company and the Guarantors of their covenants and agreements hereunder its respective obligations hereunder, and to each of the following additional terms and conditions: (a) The Initial Purchasers shall not have received an discovered and disclosed to the Company on or prior to the Closing Date that the Memorandum or any amendment or supplement thereto contains any untrue statement of a fact which, in the opinion of Weil, Gotshal & Mangxx LLP, xxxxxxl for the Initial Purchasers, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (b) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Registration Rights Agreement, the Pledge Agreement, the Indenture, the Notes, the Warrant Agreement, the Warrants, the Memorandum and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be satisfactory in all respects to counsel for the Initial Purchasers, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (c) Schnader, Harrison Sxxxx & Xewix XXX xxxxx xxve xxxxxshed to the Initial Purchasers its written opinion, as counsel to the Company, addressed to the Initial Purchasers and dated the Closing Date, of Xxxxxxx Coie LLP, counsel for the Company and the Guarantors, in form and substance reasonably satisfactory to the Initial Purchasers, to the effect set forth in Exhibit A heretoB hereto and to such further effect as counsel to the Initial Purchasers may reasonably request. (bd) Kelley, Drye & Warrex XXX shxxx havx xxxnished to the Initial Purchasers its written opinion, as regulatory counsel to the Company, addressed to the Initial Purchasers and dated the Closing Date, to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Initial Purchasers may reasonably request. (e) You shall have received on the date hereof and the Closing Date a letter, dated the date hereof and the Closing Date, as the case may be, in form and substance reasonably satisfactory to you, from Arthur Andersen LLP, xxdexxxxxxx public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information, including the financial information contained or incorporated by reference in the Memorandum as identified by you. (f) The Company shall have furnished to the Initial Purchasers a certificate, dated the Closing Date, of the President or a Vice President of the Company and the Treasurer or Chief Financial Officer stating that: (i) The representations, warranties and agreements of the Company in Section 1 hereof are true and correct as of the Closing Date and the Company has complied with all its agreements contained herein; (A) None of the Company or any of the subsidiaries of the Company has sustained, since the date of the latest quarterly financial statements included in the Memorandum, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; or (B) since such date there has not been any change in the capital stock or long-term debt of the Company or any of the subsidiaries of the Company, except as set forth in the Memorandum; or (C) any Material Adverse Effect, or any development or circumstance which could reasonably be expected to result in a Material Adverse Effect; and (iii) They have carefully examined the Offering Documents and, in their opinion (A) none of the Offering Documents, as of its date and as of the Closing Date, included or includes any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (B) since the date of the Memorandum, no event has occurred which was required under the Securities Act to have been set forth in a supplement or amendment to the Memorandum. (i) None of the Company or any of the subsidiaries of the Company shall have sustained, since the date of the latest audited financial statements included in the Memorandum, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (ii) since such date there shall not have been any change in the capital stock or long-term debt of the Company or any of the subsidiaries of the Company or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and the subsidiaries of the Company taken as a whole, otherwise than as set forth or contemplated in the Memorandum, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Initial Purchasers, so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Units, Notes and Warrants on the terms and in the manner contemplated in the Memorandum. (h) The Initial Purchasers shall have received an opinionon the Closing Date the Registration Rights Agreement executed by the Company. (i) Each of the Company and the Trustee shall have executed and delivered the Notes, the Indenture and the Pledge Agreement on or prior to the Closing Date. (j) Each of the Company and the Warrant Agent shall have executed and delivered the Warrants and the Warrant Agreement on or prior to the Closing Date. (k) The Initial Purchasers shall have received from Weil, Gotshax & Manges LLP, counsel tx xxx Initial Purchasers, such opinion or opinions, dated the Closing Date, of Counsel for the Initial Purchasers, with respect to the issuance and sale of the Securities and such other related matters as the Initial Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents and information as it they may reasonably request for the purpose of enabling it them to pass upon such matters. (c) The Initial Purchasers shall have received a “comfort letter” from Ernst & Young LLP, the independent public accountant for the Company and the Guarantors, dated as of the date hereof, addressed to the Initial Purchasers and in form and substance satisfactory to the Initial Purchasers and Counsel for the Initial Purchasers. In addition, the Initial Purchasers shall have received a “bring-down comfort letter” from Ernst & Young LLP, dated as of the Closing Date, addressed to the Initial Purchasers and in form and substance satisfactory to the Initial Purchasers and Counsel for the Initial Purchasers. Each letter shall use a “cut-off date” within three business days of the date of such letter and the procedures shall extend to financial information in the Final Memorandum not contained in the Preliminary Memorandum. References to the Offering Memorandum in this paragraph (c) with respect to either letter referred to above shall include any amendment or supplement thereto at the date of such letter. (d) The Initial Purchasers shall have received a certificate, dated the Closing Date, of the Chief Executive Officer and the Chief Financial Officer of the Company to the effect that: (i) the representations and warranties of the Company and the Guarantors in this Agreement are true and correct as if made on and as of the Closing Date; the Offering Memorandum (exclusive of any amendment or supplement after the date hereof) does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Company and the Guarantors have, in all material respects, performed all covenants and agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date; and (ii) none of the Company, the Guarantors or any of their subsidiaries has sustained, since the date of the latest audited financial statements included in the Offering Memorandum (exclusive of any amendment or supplement thereto), any loss or interference with their respective businesses or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding that is material to the Company and the Guarantors, and there has not been any material adverse change in the business, operations, properties, assets, liabilities, net worth, condition (financial or otherwise) or prospects of the Company and the Guarantors, except in each case as described in or contemplated by the Offering Memorandum (exclusive of any amendment or supplement thereto). (e) The Registration Rights Agreement shall have been executed and delivered by all the parties thereto. (f) On or before the Closing Date, the Initial Purchasers and Counsel for the Initial Purchasers shall have received such further certificates, documents or other information as they may have reasonably requested from the Company and the Guarantors. All opinions, certificatesletters, letters evidence and documents delivered pursuant to certificates mentioned above or elsewhere in this Agreement will comply shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to the Initial Purchasers and Counsel counsel for the Initial Purchasers. The Company shall furnish to the Initial Purchasers such conformed copies of such opinions, certificates, letters and documents in such quantities as the Initial Purchasers and Counsel for the Initial Purchasers shall reasonably request.