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

Conditions to the Obligations of IVAX. The obligations of IVAX to consummate the IVAX Merger, or to permit the consummation of the IVAX Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Bergen contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and IVAX shall have received a certificate of the Chairman or President and Chief Financial Officer of Bergen to such effect; (b) Bergen shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and IVAX shall have received a certificate of the Chairman or President and Chief Financial Officer of Bergen to that effect; (c) there shall not have occurred any material adverse change in or effect on the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Bergen and the Bergen Subsidiaries taken as a whole, except for any Bergen Material Adverse Effect Exclusion; (d) Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., specxxx xxxnxxx xx XXXX, sxxxx xxxe xxxxxx its xxxxxxxx, such opinions dated on or about the date hereof and on or about the date of the Closing addressed to IVAX, and reasonably satisfactory to it, based upon customary representations of IVAX and BBI and customary assumptions, to the effect that the IVAX Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code and that each of IVAX, IVAX Merger Sub and BBI shall be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinions shall not have been withdrawn or modified in any material respect; and (e) Bergen shall have received the opinion described in Section 7.03(d) hereof, in form and substance reasonably satisfactory to IVAX.

Conditions to the Obligations of IVAX. The obligations of IVAX to consummate the IVAX Merger, or to permit the consummation of the IVAX Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Bergen contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and IVAX shall have received a certificate of the Chairman or President and Chief Financial Officer of Bergen to such effect; (b) Bergen shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and IVAX shall have received a certificate of the Chairman or President and Chief Financial Officer of Bergen to that effect; (c) there shall not have occurred any material adverse change in or effect on the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Bergen and the Bergen Subsidiaries taken as a whole, except for any Bergen Material Adverse Effect Exclusion; (d) Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.P.X., specxxx xxxnxxx xx sxxxxxx xxxxxxx tx XXXX, sxxxx xxxe xxxxxx shaxx xxxx xssued its xxxxxxxxopinions, such opinions dated on or about the date hereof and on or about the date of the Closing addressed to IVAX, and reasonably satisfactory to it, based upon customary representations of IVAX and BBI and customary assumptions, to the effect that the IVAX Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code and that each of IVAX, IVAX Merger Sub and BBI shall be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinions shall not have been withdrawn or modified in any material respect; and (e) Bergen shall have received the opinion described in Section 7.03(d) hereof, in form and substance reasonably satisfactory to IVAX.

Conditions to the Obligations of IVAX. The obligations of IVAX to consummate the IVAX MergerTransactions, or to permit the consummation of the IVAX MergerTransactions, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Bergen each of Hafslund Nycomed, Holdings and Nycomed (together, the "HAFSLUND NYCOMED PARTIES") contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Effective Time as if made at on and as of the Effective Time such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Effective Time as if made at on and as of the Effective Time such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and IVAX shall have received a certificate of the Chairman Chairman, President or President and Chief Financial Officer of Bergen each of the Hafslund Nycomed Parties to such effect; (b) Bergen each of the Hafslund Nycomed Parties shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and IVAX shall have received a certificate of the Chairman Chairman, President or President and Chief Financial Officer of Bergen Hafslund Nycomed to that effect; (c) there no event or events shall not have occurred any material adverse change occurred, or be reasonably likely to occur, which, individually or in the aggregate, have, or effect on the businesscould have, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Bergen and the Bergen Subsidiaries taken as a whole, except for any Bergen Hafslund Nycomed Material Adverse Effect Exclusion;Effect; and (d) Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., specxxx xxxnxxx xx XXXX, sxxxx xxxe xxxxxx its xxxxxxxx, such opinions dated on or about the date hereof IVAX NYCOMED and on or about the date of the Closing addressed to IVAX, and reasonably satisfactory to it, based upon customary representations of IVAX and BBI and customary assumptions, to the effect that the IVAX Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code and that each of IVAX, IVAX Merger Sub and BBI shall be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinions shall not have been withdrawn or modified in any material respect; and (e) Bergen Holdings shall have received entered into the opinion described in Section 7.03(d) hereof, in form and substance reasonably satisfactory to IVAXHoldings Voting Agreement.

Conditions to the Obligations of IVAX. The obligations of IVAX to consummate the IVAX Merger, or to permit the consummation of the IVAX Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Bergen contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and IVAX shall have received a certificate of the Chairman or President and Chief Financial Officer of Bergen to such effect; (b) Bergen shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and IVAX shall have received a certificate of the Chairman or President and Chief Financial Officer of Bergen to that effect; (c) there shall not have occurred any material adverse change in or effect on the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Bergen and the Bergen Subsidiaries taken as a whole, except for any Bergen Material Adverse Effect Exclusion; (d) Stearns Weaver Miller Weissler Alhadeff Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx & SittersonXxxxxxxxx, P.A., specxxx xxxnxxx xx XXXXspecial counsel to IVAX, sxxxx xxxe xxxxxx shall have issued its xxxxxxxxopinions, such opinions dated on or about the date hereof and on or about the date of the Closing addressed to IVAX, and reasonably satisfactory to it, based upon customary representations of IVAX and BBI and customary assumptions, to the effect that the IVAX Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code and that each of IVAX, IVAX Merger Sub and BBI shall be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinions shall not have been withdrawn or modified in any material respect; and (e) Bergen shall have received the opinion described in Section 7.03(d) hereof, in form and substance reasonably satisfactory to IVAX.

Conditions to the Obligations of IVAX. The obligations of IVAX to consummate the IVAX Merger, or to permit the consummation of the IVAX Merger, are subject to the satisfaction or, if permitted by applicable Law, waiver of the following further conditions: (a) each of the representations and warranties of Bergen contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and IVAX shall have received a certificate of the Chairman or President and Chief Financial Officer of Bergen to such effect; (b) Bergen shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and IVAX shall have received a certificate of the Chairman or President and Chief Financial Officer of Bergen to that effect; (c) there shall not have occurred any material adverse change in or effect on the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Bergen and the Bergen Subsidiaries taken as a whole, except for any Bergen Material Adverse Effect Exclusion; (d) Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., specxxx xxxnxxx xx spxxxxx xoxxxxx tx XXXX, sxxxx xxxe xxxxxx its xxxxxxxxxxxxx xaxx xxxxxd ixx xxxxxxns, such opinions dated on or about the date hereof and on or about the date of the Closing addressed to IVAX, and reasonably satisfactory to it, based upon customary representations of IVAX and BBI and customary assumptions, to the effect that the IVAX Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code and that each of IVAX, IVAX Merger Sub and BBI shall be a party to the reorganization within the meaning of Section 368(b) of the Code, which opinions shall not have been withdrawn or modified in any material respect; and (e) Bergen shall have received the opinion described in Section 7.03(d) hereof, in form and substance reasonably satisfactory to IVAX.