Common use of Conditions to the Purchase and Sale Relating to Buyer Clause in Contracts

Conditions to the Purchase and Sale Relating to Buyer. The obligation of Buyer at the Closing to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following conditions: (a) Each of the representations and warranties of Sellers contained in this Agreement shall be true in all material respects when made and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date (except (i) that representations and warranties that are made as of a specific date need be true in all material respects only as of such date and (ii) as contemplated or permitted by this Agreement to change between the date of this Agreement and the Closing Date). (b) Each of the covenants and agreements of Sellers to be performed on or prior to the Closing Date shall have been duly performed in all material respects. (c) Buyer shall have been furnished with a certificate of an authorized officer of each Seller, dated as of the Closing Date, certifying to the effect that the conditions contained in Sections 6.1(a) and 6.1(b) have been fulfilled. (d) There shall not have been issued and be in effect any order, decree or judgment of any court or tribunal of competent jurisdiction which makes the consummation of the purchase and sale of the Business illegal. (e) Buyer shall have received evidence, in form and substance reasonably satisfactory to it, that all consents set forth in Schedule 6.1(e) have been obtained. (f) Parent shall have executed and delivered to Buyer the Transitional Services Agreement. (g) Sellers and the Escrow Agent shall have executed and delivered to Buyer the Escrow Agreement. (h) Sellers shall have released Charles Cobaugh and Drew Cook from any and all obligations under his nxxxxxxxxxxxxx xgreemxxx xxxx Sellers. (i) Tufco LP shall have entered into a letter agreement regarding the future relationship among the parties hereto incorporating the provisions set forth on Exhibit B hereto (the "Letter Agreement").

Conditions to the Purchase and Sale Relating to Buyer. The obligation of Buyer at the Closing to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following conditions: (a) Each of the representations and warranties of Sellers Seller contained in this Agreement Agreement, and the covenants of Seller in Section 5.3, (i) to the extent qualified by materiality, shall be true and correct, or shall have been duly performed, and (ii) to the extent not qualified by materiality, shall be true and correct, or shall have been duly performed, in all material respects respects, when made and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date (except (i) that representations and warranties that are made as of a specific date need be true in all material respects and correct only as of such date and date; (ii) as contemplated or permitted by this Agreement to change between the date of this Agreement and the Closing Date; (iii) for breaches and inaccuracies which Seller has elected to cure by a reduction in the Purchase Price and/or the Basket Amount by an amount sufficient to eliminate such breach or inaccuracy (calculated in the manner Losses are calculated; provided that such amount does not exceed $20 million); and (iv) for breaches and inaccuracies which would not, individually or in the aggregate, have a Material Adverse Effect). (b) Each of the covenants and agreements of Sellers Seller to be performed on or prior to the Closing Date (other than the covenants of Seller in Section 5.3) shall have been duly performed in all material respects. (c) Except for matters set forth on Schedule 3.4 hereto, there shall not have occurred or been disclosed and exist on the Closing Date a Material Adverse Effect since the Balance Sheet Date. (d) Buyer shall have been furnished with a certificate of an authorized officer of each Seller, dated as of the Closing Date, certifying to the effect that the conditions contained in Sections 6.1(a), 6.1(b) and 6.1(b6.1(c) have been fulfilled. (de) There shall not have been issued and be in effect any order, decree or judgment of any court or tribunal of competent jurisdiction which that makes the consummation of the purchase and sale of the Business illegal. (e) Buyer shall illegal except where the applicable order, decree or judgment is not reasonably likely to have received evidence, in form and substance reasonably satisfactory a Material Adverse Effect if the transactions contemplated by this Agreement were consummated to it, that all consents set forth in Schedule 6.1(e) have been obtainedthe extent legally permissible. (f) Parent All Encumbrances on the Shares, the Transferred Assets or the Business and all guarantees granted by the Transferred Companies arising out of the Credit Agreement shall be released at Closing or otherwise extinguished and Seller shall have executed delivered all instruments and delivered documents necessary to Buyer release any and all related Encumbrances on the Transitional Services AgreementShares, the Transferred Assets or the Business and related guarantees granted by the Transferred Companies, including appropriate financing statement amendments (termination statements) or its equivalent. (g) Sellers The waiting period required by the HSR Act, if applicable, and any extensions thereof obtained by request or other action of the FTC and/or the Antitrust Division, shall have expired or been terminated by the FTC and the Escrow Agent shall have executed Antitrust Division and delivered to Buyer the Escrow Agreement. (hii) Sellers shall have released Charles Cobaugh and Drew Cook from any and all obligations under his nxxxxxxxxxxxxx xgreemxxx xxxx Sellers. (i) Tufco LP shall have entered into a letter agreement regarding the future relationship among the parties hereto incorporating the provisions material consents, approvals, authorizations or actions of or by any Governmental Authority set forth on Exhibit B hereto Schedule 6.1(g) and required to be obtained in order to consummate the transactions contemplated by this Agreement shall have been obtained (explicitly or by expiry of the "Letter Agreement"applicable waiting period).

Conditions to the Purchase and Sale Relating to Buyer. The obligation of the Buyer at the Closing to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by the Buyer on or prior to the Closing Date of each of the following conditions: (a) Each of the representations and warranties of Sellers the Stockholder contained in this Agreement Agreement, and the covenants of the Stockholder in Section 3.4, (i) to the extent qualified by materiality, shall be true and correct, or shall have been duly performed, and (ii) to the extent not qualified by materiality, shall be true and correct, or shall have been duly performed, in all material respects respects, when made and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date (except (i) that representations and warranties that are made as of a specific date need be true in all material respects and correct only as of such date and date; (ii) as contemplated or permitted by this Agreement to change between the date of this Agreement and the Closing Date; and (iii) for breaches and inaccuracies which would not, individually or in the aggregate, have a Material Adverse Effect). (b) Each of the covenants and agreements of Sellers the Stockholder to be performed on or prior to the Closing Date (other than the covenants of the Stockholder in Section 3.4) shall have been duly performed in all material respects. (c) There shall not have occurred or been disclosed and exist on the Closing Date a Material Adverse Effect regarding the Company. (d) Buyer shall have been furnished with a certificate of an authorized officer of each Sellerthe Stockholder, dated as of the Closing Date, certifying to the effect that the conditions contained in Sections 6.1(a), 6.1(b) and 6.1(b6.1(c) have been fulfilled. (de) There shall not have been issued and be in effect any order, decree or judgment of any court or tribunal of competent jurisdiction which that makes the consummation of the purchase and sale of the Business illegal. (e) Buyer shall Company illegal except where the applicable order, decree or judgment is not reasonably likely to have received evidence, in form and substance reasonably satisfactory a Material Adverse Effect if the transactions contemplated by this Agreement were consummated to it, that all consents set forth in Schedule 6.1(e) have been obtainedthe extent legally permissible. (f) Parent Any material consents, approvals, authorizations or actions of or by any governmental authority required to be obtained in order to consummate the transactions contemplated by this Agreement shall have executed and delivered to Buyer been obtained (explicitly or by expiry of the Transitional Services Agreementapplicable waiting period). (g) Sellers and the Escrow Agent Stockholder shall have executed and delivered to the Buyer the Escrow an executed Services Agreement. (h) Sellers shall have released Charles Cobaugh and Drew Cook from any and all obligations under his nxxxxxxxxxxxxx xgreemxxx xxxx Sellers. (i) Tufco LP shall have entered into a letter agreement regarding the future relationship among the parties hereto incorporating the provisions set forth on Exhibit B hereto (the "Letter Agreement").

Conditions to the Purchase and Sale Relating to Buyer. The obligation of Buyer at the Closing to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following conditions: (a) Each of the The representations and warranties of Sellers contained Seller set forth in this Agreement that are qualified by reference to any materiality qualifier shall be true and correct in all material respects when made and as of the Closing Date, with the same effect as though all such representations and warranties had been made on and as of the Closing Date (except (i) that representations and warranties that are made as of a specific date need not so qualified shall be true and correct in all material respects only respects, in each case, as of such date and (ii) as contemplated or permitted by this Agreement to change between the date of this Agreement and as of the Closing Dateas though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct only as of such earlier date). (b) Each of the covenants and agreements of Sellers Seller to be performed on or prior to the Closing Date (disregarding any materiality qualifiers therein) shall have been duly performed in all material respects. (c) Buyer shall have been furnished with a certificate of an authorized officer of each Seller, dated as of the Closing Date, certifying to the effect that the conditions contained in Sections 6.1(a) and 6.1(b) have been fulfilled. (d) There shall not have been issued and be in effect any order, decree or judgment of any court or tribunal of competent jurisdiction which that makes the consummation of the purchase and sale of the Business Transferred Assets illegal. (d) The lessor under the Assumed Lease shall have consented to the transfer of the Assumed Lease to Buyer. (e) Buyer shall have received evidence, in form and substance reasonably satisfactory to it, that all consents set forth in Schedule 6.1(e) have been obtainedobtained its AAAE Certification. (f) Parent DHS shall have executed and delivered approved the transfer of Seller’s Safety Act Certification to Buyer the Transitional Services AgreementBuyer. (g) Sellers and the Escrow Agent Seller shall have executed and delivered provided to Buyer evidence of the Escrow Agreement. (h) Sellers shall have released Charles Cobaugh and Drew Cook from any and all obligations under his nxxxxxxxxxxxxx xgreemxxx xxxx Sellers. (i) Tufco LP shall have entered into a letter agreement regarding release, concurrently with the future relationship among Closing, of the parties hereto incorporating the provisions Encumbrances set forth on Exhibit B hereto (the "Letter Agreement"Schedule 3.7(b).

Conditions to the Purchase and Sale Relating to Buyer. The obligation of Buyer at the Closing to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following conditions: (a) (i) Each of the representations and warranties of the Company and of the Sellers, as the case may be, contained in Section 4.3 and Section 5.2 shall be true and correct in all respects; (ii) each of the representations and warranties of the Company and of the Sellers, as the case may be, contained in Section 4.1 and Section 5.1 (A) to the extent qualified by materiality, shall be true and correct in all respects and (B) to the extent not qualified by materiality, shall be true and correct in all material respects; and (iii) each of the remaining representations and warranties of the Company and of the Sellers, as the case may be, contained in this Agreement, and the covenants of the Company and the Sellers contained in this Agreement Section 7.3, (A) to the extent qualified by materiality, shall be true and correct, or shall have been duly performed, and (B) to the extent not qualified by materiality, shall be true and correct, or shall have been duly performed, in all material respects respects, in each case when made and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date (Date, except (i1) that representations and warranties that are made as of a specific date need be true in all material respects and correct only as of such date and date; (ii2) as contemplated or permitted by this Agreement to change between the date of this Agreement and the Closing Date); and (3) with respect to subsection (iii) above, for breaches and inaccuracies which would not, individually or in the aggregate, adversely affect the businesses of the Company and its Subsidiaries, taken as a whole, in any material manner. (b) Each of the covenants of the Company and agreements of Sellers the Sellers, other than the covenants in Section 7.3, to be performed on or prior to the Closing Date shall have been duly performed in all material respectsrespects or, if the Company and the Sellers, shall have failed to so perform such obligations or comply with such covenants, such failures shall have been cured. (c) Buyer shall have been furnished with a certificate of an authorized officer of each Sellerthe Company, dated as of the Closing Date, certifying to the effect that the conditions contained in Sections 6.1(a8.1(a) and 6.1(b8.1(b) have been fulfilled. (d) There shall not have been issued and be in effect any order, decree or judgment of any court or tribunal of competent jurisdiction which that makes the consummation of the purchase and sale of the Business illegalCompany and its Subsidiaries illegal except where the applicable order, decree or judgment is not reasonably likely to adversely affect the business of the Company and its Subsidiaries, taken as a whole, in any material manner. (e) Buyer (i) The waiting period required by the HSR Act, and any agreement with the FTC and/or the Antitrust Division not to consummate the transactions contemplated by this Agreement, shall have received evidenceexpired or been terminated and (ii) any material consents, in form and substance reasonably satisfactory to itapprovals, that all consents authorizations or actions of or by any Governmental Authority set forth on Section 8.1(e) of the Disclosure Letter and required to be obtained in Schedule 6.1(e) order to consummate the transactions contemplated by this Agreement shall have been obtainedobtained (explicitly or by expiry of the applicable waiting period). (f) Parent No Material Adverse Effect shall have executed occurred since the date of this Agreement and delivered to Buyer exist on the Transitional Services AgreementClosing Date. (g) Sellers and the Escrow Agent shall have executed and delivered to Buyer the Escrow Agreement. (h) Sellers shall have released Charles Cobaugh and Drew Cook from any and all obligations under his nxxxxxxxxxxxxx xgreemxxx xxxx Sellers. (i) Tufco LP shall have entered into a letter agreement regarding the future relationship among the parties hereto incorporating the provisions set forth on Exhibit B hereto (the "Letter Agreement").

Conditions to the Purchase and Sale Relating to Buyer. The obligation of the Buyer at the Closing to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by the Buyer on or prior to the Closing Date of each of the following conditions: (a) Each of the representations and warranties of Sellers the Stockholder contained in this Agreement Agreement, and the covenants of the Stockholder in Section 3.4, (i) to the extent qualified by materiality, shall be true and correct, or shall have been duly performed, and (ii) to the extent not qualified by materiality, shall be true and correct, or shall have been duly performed, in all material respects respects, when made and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date (except (i) that representations and warranties that are made as of a specific date need be true in all material respects and correct only as of such date and date; (ii) as contemplated or permitted by this Agreement to change between the date of this Agreement and the Closing Date; and (iii) for breaches and inaccuracies which would not, individually or in the aggregate, have a Material Adverse Effect). (b) Each of the covenants and agreements of Sellers the Stockholder to be performed on or prior to the Closing Date (other than the covenants of the Stockholder in Section 3.4) shall have been duly performed in all material respects. (c) There shall not have occurred or been disclosed and exist on the Closing Date a Material Adverse Effect regarding the Companies. (d) Buyer shall have been furnished with a certificate of an authorized officer of each Sellerthe Stockholder, dated as of the Closing Date, certifying to the effect that the conditions contained in Sections 6.1(a), 6.1(b) and 6.1(b6.1(c) have been fulfilled. (de) There shall not have been issued and be in effect any order, decree or judgment of any court or tribunal of competent jurisdiction which that makes the consummation of the purchase and sale of the Business illegal. (e) Buyer shall Companies illegal except where the applicable order, decree or judgment is not reasonably likely to have received evidence, in form and substance reasonably satisfactory a Material Adverse Effect if the transactions contemplated by this Agreement were consummated to it, that all consents set forth in Schedule 6.1(e) have been obtainedthe extent legally permissible. (f) Parent Any material consents, approvals, authorizations or actions of or by any governmental authority required to be obtained in order to consummate the transactions contemplated by this Agreement shall have executed and delivered to Buyer been obtained (explicitly or by expiry of the Transitional Services Agreement. (g) Sellers and the Escrow Agent shall have executed and delivered to Buyer the Escrow Agreement. (h) Sellers shall have released Charles Cobaugh and Drew Cook from any and all obligations under his nxxxxxxxxxxxxx xgreemxxx xxxx Sellers. (i) Tufco LP shall have entered into a letter agreement regarding the future relationship among the parties hereto incorporating the provisions set forth on Exhibit B hereto (the "Letter Agreement"applicable waiting period).

Conditions to the Purchase and Sale Relating to Buyer. The obligation of Buyer at the Closing to consummate the transactions contemplated hereby shall be subject to the satisfaction satisfaction, or waiver by Buyer on Buyer, at or prior to the Closing Date Closing, of each of the following conditions: (a) Each of the The representations and warranties of Sellers Seller contained in this Agreement shall be true in all material respects when made and as of the Closing DateClosing, with the same effect as though such representations and warranties had been made on at and as of the Closing Date (except (i) that representations and warranties that are made as of a specific date need be true in all material respects only as of such date and (ii) as contemplated or permitted by this Agreement to change between the date of this Agreement and the Closing Date). (b) Each of Closing; the covenants and agreements of Sellers Seller to be performed on at or prior to the Closing Date shall have been duly performed in all material respects. (c) ; and, Buyer shall have been furnished with received at the Closing a certificate of an authorized officer of each Seller, to that effect dated as of the Closing Date, certifying to Date and executed on behalf of Seller by the effect that the conditions contained in Sections 6.1(a) and 6.1(b) have been fulfilledPresident or any Vice President. (db) There shall not have been issued and be in effect any order, decree or judgment of or in any court or tribunal of competent jurisdiction which makes the consummation of the purchase transactions contemplated hereby illegal; all governmental consents required to consummate the transactions contemplated by this Agreement shall have been received and sale all governmentally imposed waiting periods required to consummate such transactions shall have expired or terminated. (c) Seller shall deliver to Buyer the Consent. (d) Buyer shall have received from Seller an opinion from legal counsel for Seller, dated as of the Business illegal.Closing Date and substantially in the form shown in Exhibit H. (e) Buyer shall have received evidence, in form and substance reasonably satisfactory to it, that all consents set forth in Schedule 6.1(e) have been obtained. (f) Parent shall have executed and delivered to Buyer the Transitional Services Agreement. (g) Sellers and the Escrow Agent shall have executed and delivered to Buyer the Escrow Agreement. (h) Sellers shall have released Charles Cobaugh and Drew Cook from any and all obligations under his nxxxxxxxxxxxxx xgreemxxx xxxx Sellers.Seller: (i) Tufco LP shall have entered into a letter agreement regarding A Bill of Sale in the future relationship among form of Exxxxit I. (ii) Certificate of Good Standing for Seller dated within 14 days prior to the Closing Date. (iii) Certified copies of Seller's corporate resolutions authorizing the transactions contemplated hereby and by the Ancillary Agreements. (iv) The appropriate HSR Act confirmation of filing letter. (v) Seller s most current maintenance schedule for the machinery and equipment included in the Purchased Assets, exclusive of molds in the possession of third-party vendors. (vi) The Ancillary Agreements executed by Seller and, as applicable, its Affiliates who are parties hereto incorporating to such agreements. (vii) A copy of Seller's sterilization specifications and protocols for the provisions set forth on Exhibit B hereto Products. (the "Letter Agreement")viii) An incumbency certificate of Seller, C.R. Bard, Inc. and BCR, Xnc. (ix) The VHA Assumption Agreement executed by Seller and VHA.