Common use of Further Conditions to the Buyer's Obligations Clause in Contracts

Further Conditions to the Buyer's Obligations. The obligation of the Buyer to consummate the Stock Purchase are further subject to the satisfaction or waiver of the following conditions: (a) the representations and warranties of the Seller contained herein shall be true and correct as of the Closing Date as if made at and as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect" set forth therein) would not, individually or in the aggregate, have a Company Material Adverse Effect (with the effects of any inaccuracy of the representation and warranty contained in Section 2.13(b)(ii) being determined without regard to clause (ii) of the proviso contained in the definition of "Company Material Adverse Effect"); (b) the Seller shall have performed and complied in all material respects with all agreements, obligations, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing; (c) the Buyer shall have received a certificate of an authorized officer of the Seller to the effect that the conditions in paragraphs (a) and (b) of this Section 5.3 have been satisfied; (d) no Company Material Adverse Effect shall have occurred since the date hereof; and (e) all actions, proceedings, instruments and documents of the Seller required to carry out the transactions contemplated by this Agreement or incidental thereto and all other related legal matters shall be reasonably satisfactory to counsel for the Buyer, and such counsel shall have been furnished with such certified copies of such actions and proceedings and such other instruments and documents as it shall have reasonably requested.

Further Conditions to the Buyer's Obligations. The obligation of the Buyer to consummate the Stock Purchase are transactions contemplated hereby is further subject to the satisfaction or waiver by the Buyer at or prior to the Closing Date of the following conditions: (a) The representations and warranties of any Seller or the Managers contained in this Agreement which are qualified as materiality or as to a Company Material Adverse Effect or similarly qualified (and those set forth in ARTICLE II) shall be true and correct in all respects as of the date hereof and at and as of the Closing Date as though such representations and warranties were made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date), and the representations and warranties of the Seller Sellers or the Managers contained herein in this Agreement which are not so qualified (or set forth in ARTICLE II) shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as if made at and as of such date the Closing Date (other than those representations and warranties that address matters only except to the extent expressly made as of a particular date or only with respect to a specific period of time an earlier date, in which need only be true and accurate case, as of such date or with respect to such perioddate), except where . For the failure purposes of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect" determining whether the condition set forth thereinin this Section 6.3(a) would nothas been satisfied all updates of, individually or in modification to, the aggregate, Managers Disclosure Schedule made or purported to have a Company Material Adverse Effect (with been made after the effects date of any inaccuracy of the representation and warranty contained in Section 2.13(b)(ii) being determined without regard to clause (ii) of the proviso contained in the definition of "Company Material Adverse Effect")this Agreement shall be disregarded; (b) The Sellers and the Seller Managers shall have performed and complied in all material respects with all agreements, obligations, covenants agreements and conditions obligations required by this Agreement to be performed or complied with by it them on or prior to the Closing; (c) No litigation or proceeding shall be threatened or pending for the purpose or with the probable effect of enjoining or preventing the consummation of any of the transactions contemplated by this Agreement, or which could reasonably be expected to have a Company Material Adverse Effect; (d) An Investment Representation statement in substantially the form of Exhibit B shall have been executed and delivered by each Seller; (e) The Escrow Agreement shall have been executed by the Escrow Agent, the Sellers and the Sellers' Agents; (f) The Stockholders Agreement shall have been executed by Sellers and Sellers' Agents; (g) Irrevocable waivers in the form of Exhibit C shall have been executed and delivered by each of the Derivative Securities Holders. (h) The Managers and Sellers shall have delivered to the Buyer shall have received a certificate certificate, dated the Closing Date, executed by the Managers and by the Sellers' Agents on behalf of an authorized officer of the each Seller to the effect that each of the conditions specified in paragraphs Sections 6.3(a), (ab) and (i) is satisfied in all respects; (i) Each of the Consents to the consummation of the transactions contemplated hereby that is identified in Section 3.4(a) and (b) of this Section 5.3 shall have been satisfiedobtained and shall be in full force and effect; (dj) no Each of the documents required to be delivered by the Sellers, the Managers, the Derivative Securities Holders, and the Company to the Buyer under Section 1.10 shall have been so delivered; (k) There shall not have been any Company Material Adverse Effect shall have occurred since from the date hereofhereof to the Closing Date, nor shall there exist any state of facts or condition which could reasonably be expected (with or without the passage of time or the giving of notice) to result in such a Company Material Adverse Effect; (l) The Kaczorek Employment Agreement and the modifications to employment agreements with the other Key Employees, and the modifications to the noncompetition agreements with each of the Key Employees as provided in Section 5.19, shall each be in full force and effect as of the Closing; and (em) all actionsThe Managers shall have delivered or caused to be delivered to the Buyer a statement setting forth the amount of cash and cash equivalents, proceedings, instruments accounts receivable and documents accounts payable of the Seller required to carry out Company as of a date not earlier than five Business Days preceding the transactions contemplated by this Agreement or incidental thereto Closing Date which statement shall provide that the amount of cash and all other related legal matters cash equivalents of the Company as of the Closing Date shall be reasonably satisfactory not less than (i) 2,500,000 Euros if the Closing Date shall occur on or before January 31, 2005, or (ii) 1,400,000 Euros if the Closing Date shall occur after January 31, 2005 but prior to counsel for the BuyerFebruary 28, 2005. Such statement will be unaudited and such counsel shall have been furnished with such certified copies is intended only to be an indication of such actions cash and proceedings cash equivalents, accounts receivable and such other instruments and documents as it shall have reasonably requestedaccounts payable.

Further Conditions to the Buyer's Obligations. The obligation of the Buyer to consummate the Stock Purchase are further subject to the satisfaction or waiver of the following conditions: (a) the representations and warranties of the Seller contained herein shall be true and correct as of the Closing Date as if made at and as of such date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect" set forth therein) would not, individually or in the aggregate, have a Company Material Adverse Effect (with the effects of any inaccuracy of the representation and warranty contained in Section 2.13(b)(ii) being determined without regard to clause (ii) of the proviso contained in the definition of "Company Material Adverse Effect"); (b) the Seller shall have performed and complied in all material respects with all agreements, obligations, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing; (c) the Buyer shall have received a certificate of an authorized officer of the Seller to the effect that the conditions in paragraphs (a) and (b) of this Section 5.3 have been satisfied; (d) no Company Material Adverse Effect shall have occurred since the date hereof; and (ed) all actions, proceedings, instruments and documents of the Seller required to carry out the transactions contemplated by this Agreement or incidental thereto and all other related legal matters shall be reasonably satisfactory to counsel for the Buyer, and such counsel shall have been furnished with such certified copies of such actions and proceedings and such other instruments instruments, documents and documents opinions as it shall have reasonably requested.

Further Conditions to the Buyer's Obligations. The obligation of the Buyer to consummate the Stock Purchase transactions contemplated hereby are further subject to the satisfaction or waiver by the Buyer at or prior to the Closing Date of the following additional conditions: (a) the The representations and warranties of the Seller and the Members contained herein in Article II hereof, in the Seller Disclosure Schedule and in all certificates delivered by the Seller and the Members pursuant hereto or in connection with the transactions contemplated hereby shall be true and correct accurate in all respects (in the case of representations and warranties qualified by "materiality" or by Material Adverse Effect after taking into account such qualifications and in the case of the representations and warranties set forth in Section 2.2) or in all material respects (in the case of all other representations and warranties) as of the date of this Agreement and shall be true and accurate in all respects (in the case of representations and warranties qualified by "materiality" or by Material Adverse Effect after taking into account such qualifications and in the case of the representations and warranties set forth in Section 2.2) or in all material respects (in the case of all other representations and warranties) at and as of the Closing Date as if though such representations and warranties were made at and as of such date (other than those representations and warranties that address matters only except to the extent expressly made as of a particular date or only with respect to a specific period of time an earlier date, in which need only be true and accurate case, as of such date or with respect to such period), except where date) (it being understood that for purposes of determining the failure accuracy of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect" set forth therein) would not, individually or in the aggregate, have a Company Material Adverse Effect (with the effects of any inaccuracy of the representation and warranty contained Closing Date, inaccuracies that result directly from changes specifically permitted by this Agreement or resulting from any transaction expressly consented to in Section 2.13(b)(ii) being determined without regard to clause (ii) of writing by the proviso contained in the definition of "Company Material Adverse Effect"Buyer shall be disregarded); (b) The Seller and each of the Seller Members shall have performed and complied in all material respects with all agreements, obligations, obligations and covenants and conditions required by contained in this Agreement to be performed or complied with by it on or prior to the Closing; (c) The Seller and each of the Members shall have delivered to the Buyer shall have received a certificate of an authorized officer of the Seller to the effect that each of the conditions specified above in paragraphs (aSections 5.3(a) and (b) of this Section 5.3 have been satisfiedis satisfied in all respects; (d) no Company Material Adverse Effect Each of the documents referred to in Section 1.9 shall have occurred since been executed by the date hereof; andSeller and each of the Members and delivered to the Buyer; (e) all actions, proceedings, instruments and documents Each of the Seller required consents identified in Schedule 5.3(e), as such schedule may be updated from time to carry out the transactions contemplated by this Agreement or incidental thereto and all other related legal matters shall be reasonably satisfactory to counsel for the Buyertime as provided therein, and such counsel shall have been furnished with such certified copies of such actions obtained and proceedings shall be in full force and such other instruments and documents as it shall have reasonably requested.effect; (f) The employment agreements identified in Schedule 5.3

Further Conditions to the Buyer's Obligations. The obligation of the Buyer to consummate the Stock Purchase are transactions contemplated hereby is further subject to the satisfaction or waiver by the Buyer at or prior to the Closing Date of the following conditions: (a) the representations and warranties of any Seller or the Seller Managers contained herein in this Agreement which are qualified as materiality or as to a Company Material Adverse Effect or similarly qualified (and those set forth in ARTICLE II) shall be true and correct in all respects as of the date hereof and at and as of the Closing Date as though such representations and warranties were made at and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such date), and the representations and warranties of the Sellers or the Managers contained in this Agreement which are not so qualified (or set forth in ARTICLE II) shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as if made at and as of such date the Closing Date (other than those representations and warranties that address matters only except to the extent expressly made as of a particular date or only with respect to a specific period of time an earlier date, in which need only be true and accurate case, as of such date or with respect to such perioddate), except where . For the failure purposes of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect" determining whether the condition set forth thereinin this Section 6.3(a) would nothas been satisfied all updates of, individually or in modification to, the aggregate, Managers Disclosure Schedule made or purported to have a Company Material Adverse Effect (with been made after the effects date of any inaccuracy of the representation and warranty contained in Section 2.13(b)(ii) being determined without regard to clause (ii) of the proviso contained in the definition of "Company Material Adverse Effect")this Agreement shall be disregarded; (b) the Seller Sellers and the Managers shall have performed and complied in all material respects with all agreements, obligations, covenants agreements and conditions obligations required by this Agreement to be performed or complied with by it them on or prior to the Closing; (c) no litigation or proceeding shall be threatened or pending for the purpose or with the probable effect of enjoining or preventing the consummation of any of the transactions contemplated by this Agreement, or which could reasonably be expected to have a Company Material Adverse Effect; (d) an Investment Representation statement in substantially the form of Exhibit B shall have been executed and delivered by each Seller; (e) the Escrow Agreement shall have been executed by the Escrow Agent, the Sellers and the Sellers’ Agent; (f) the Stockholders Agreement shall have been executed by Sellers and Sellers’ Agent; (g) irrevocable waivers in the form of Exhibit C shall have been executed and delivered by each of the Derivative Securities Holders. (h) the Managers and Sellers shall have delivered to the Buyer shall have received a certificate of an authorized officer of certificate, dated the Closing Date, executed by the Managers and each Seller to the effect that each of the conditions specified in paragraphs Sections 6.3(a), (ab) and (i) is satisfied in all respects; (i) each of the Consents to the consummation of the transactions contemplated hereby that is identified in Section 3.4(a) and (b) of this Section 5.3 shall have been satisfiedobtained and shall be in full force and effect; (dj) no each of the documents required to be delivered by the Sellers, the Managers, the Derivative Securities Holders, and the Company to the Buyer under Section 1.10 shall have been so delivered; (k) there shall not have been any Company Material Adverse Effect shall have occurred since from the date hereofhereof to the Closing Date, nor shall there exist any state of facts or condition which could reasonably be expected (with or without the passage of time or the giving of notice) to result in such a Company Material Adverse Effect; (l) the Kaczorek Employment Agreement and the modifications to employment agreements with the other Key Employees, and the modifications to the noncompetition agreements with each of the Key Employees as provided in Section 5.19, shall each be in full force and effect as of the Closing; and (em) all actionsthe Managers shall have delivered or caused to be delivered to the Buyer a statement setting forth the amount of cash and cash equivalents, proceedings, instruments accounts receivable and documents accounts payable of the Seller required to carry out Company as of a date not earlier than five Business Days preceding the transactions contemplated by this Agreement or incidental thereto Closing Date which statement shall provide that the amount of cash and all other related legal matters cash equivalents of the Company as of the Closing Date shall be reasonably satisfactory not less than (i) 2,500,000 Euros if the Closing Date shall occur on or before January 31, 2005, (ii) 1,400,000 Euros if the Closing Date shall occur after January 31, 2005 but prior to counsel for February 28, 2005, or (iii) 700,000 Euros if the BuyerClosing Date shall occur after February 28, 2005 but prior to March 31, 2005. Such statement will be unaudited and such counsel shall have been furnished with such certified copies is intended only to be an indication of such actions cash and proceedings cash equivalents, accounts receivable and such other instruments and documents as it shall have reasonably requestedaccounts payable.

Further Conditions to the Buyer's Obligations. The obligation of the Buyer to consummate the Stock Purchase transactions contemplated hereby are further subject to the satisfaction or waiver by the Buyer at or prior to the Closing Date of the following conditions: (a) the The representations and warranties of the Seller and the Company contained herein in this Agreement shall be true and correct in all material respects (other than representations and warranties subject to "materiality" or "Material Adverse Effect" qualifiers, which shall be true, complete and correct as stated) at and as of the Closing Date as if though such representations and warranties were made at and as of such date (other than those representations and warranties that address matters only except to the extent expressly made as of a particular date or only with respect to a specific period of time an earlier date, in which need only be true and accurate case, as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect" set forth therein) would not, individually or in the aggregate, have a Company Material Adverse Effect (with the effects of any inaccuracy of the representation and warranty contained in Section 2.13(b)(ii) being determined without regard to clause (ii) of the proviso contained in the definition of "Company Material Adverse Effect"date); (b) the The Seller shall have performed and complied in all material respects with all agreements, obligations, obligations and covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing; (c) the The Buyer shall have received a certificate of an authorized officer of the Seller to the effect that the conditions deliveries set forth in paragraphs (a) Section 1.5 and (b) of this Section 5.3 have been satisfied1.7; (d) Effective as of the Closing, the Seller and the Company will have taken such actions as are necessary to ensure that as of the Closing, only those persons listed on Section 5.3(d) of the Company Disclosure Schedule are Employees of the Company (the "Company Employees"). Seller acknowledges that all other Employees shall have their employment transferred to the Seller, as appropriate, effective as of the time of Closing; (e) The Seller shall have obtained approval of this Agreement and the transactions contemplated herein by a majority of its shareholders (or such higher percentage as may be required by law or the Seller's charter or bylaws) and such other approval as may be necessary under New York corporation law, the Exchange Act, the Securities Act, and the rules and regulations of Nasdaq; (f) There shall exist no state of facts or condition which (except as may have occurred in the ordinary course of business) materially and adversely affects the business, assets or financial condition of the Company, which is not disclosed in the June 30, 2001 balance sheet or income statement of the Company or this Agreement, and there shall have occurred no event or events that resulted in a Business Material Adverse Effect between the date hereof and the Closing Date; (g) The Company shall have occurred since repaid all of its outstanding indebtedness for borrowed money and there shall be no indebtedness as between the date hereofCompany, on the one hand, and the Seller and its Affiliates, on the other hand; and (eh) all actions, proceedings, instruments The Seller shall have delivered to the Buyer an officer's certificate reasonably satisfactory in form and documents substance to the Buyer to the effect that each of the Seller required to carry out the transactions contemplated by this Agreement or incidental thereto conditions specified above in Sections 5.3(a), (b), (d), (e), (f) and (g) is satisfied in all other related legal matters shall be reasonably satisfactory to counsel for the Buyer, and such counsel shall have been furnished with such certified copies of such actions and proceedings and such other instruments and documents as it shall have reasonably requestedrespects.

Further Conditions to the Buyer's Obligations. The obligation obligations of the Buyer to consummate the Stock Purchase transactions contemplated hereby are further subject to the satisfaction or waiver by the Buyer at or prior to the Closing Date of the following conditions: (a) the The representations and warranties of the Seller and the Company contained herein in this Agreement shall be true and correct in all material respects (other than representations and warranties subject to "materiality" qualifiers, which shall be true, complete and correct as stated) at and as of the Closing Date as if though such representations and warranties were made at and as of such date (other than those representations and warranties that address matters only except to the extent expressly made as of a particular date or only with respect to a specific period of time an earlier date, in which need only be true and accurate case, as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect" set forth therein) would not, individually or in the aggregate, have a Company Material Adverse Effect (with the effects of any inaccuracy of the representation and warranty contained in Section 2.13(b)(ii) being determined without regard to clause (ii) of the proviso contained in the definition of "Company Material Adverse Effect"date); (b) the The Seller shall have performed and complied in all material respects with all agreements, obligations, obligations and covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing; (c) the The Buyer shall have received a certificate of an authorized officer of the Seller to the effect that the conditions deliveries set forth in paragraphs (a) and (b) of this Section 5.3 have been satisfied1.7; (d) no Effective as of the Closing, the Seller and the Company Material Adverse Effect will have taken such actions as are necessary to ensure that as of the Closing, only those persons listed on Section 5.3(d) of the Company Disclosure Schedule are Employees of the Company (the "Company Employees"). Seller acknowledges that all other Employees shall have occurred since their employment transferred to the date hereofSeller, as appropriate, effective as of the time of Closing; (e) The Seller shall have obtained approval of this Agreement and the transactions contemplated herein as may be necessary under New York corporation law, the Exchange Act, the Securities Act, and the rules and regulations of Nasdaq; (f) [Intentionally omitted] (g) The Company shall have repaid all of its outstanding indebtedness for borrowed money and there shall be no indebtedness as between the Company, on the one hand, and the Seller and its Affiliates, on the other hand; and (eh) all actions, proceedings, instruments The Seller shall have delivered to the Buyer an officer's certificate reasonably satisfactory in form and documents substance to the Buyer to the effect that each of the Seller required to carry out the transactions contemplated by this Agreement or incidental thereto and all other related legal matters shall be reasonably satisfactory to counsel for the Buyerconditions specified above in Sections 5.3(a), (b), (d), (e), and such counsel shall have been furnished with such certified copies of such actions and proceedings and such other instruments and documents as it shall have reasonably requested(g) is satisfied in all respects.

Further Conditions to the Buyer's Obligations. The obligation of the Buyer to consummate the Stock Purchase transactions contemplated by this Agreement are further subject to the satisfaction or waiver in writing at or prior to the Closing Date of the following conditions: (a) the The representations and warranties of the Seller Sellers contained herein in Article II of this Agreement shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date as if though such representations and warranties were made at and as of such date (other than those except for representations and warranties that address matters only are as of a particular different date or only with respect to a specific period of time period, which need only shall be true and accurate correct in all material respects as of such other date or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect" set forth therein) would not, individually or in the aggregate, have a Company Material Adverse Effect (with the effects of any inaccuracy of the representation and warranty contained in Section 2.13(b)(ii) being determined without regard to clause (ii) of the proviso contained in the definition of "Company Material Adverse Effect"); (b) the Seller The Sellers shall have performed and complied in all material respects with all agreements, obligations, covenants agreements and conditions obligations required by this Agreement to be performed or complied with by it on or prior to the Closing; (c) At any time after the Buyer shall have received a certificate of an authorized officer of the Seller to the effect that the conditions in paragraphs (a) and (b) date of this Section 5.3 Agreement, there shall not have been satisfied;occurred any facts, changes or occurrences that, individually or in the aggregate, have had, or would reasonably be expected to have, a Business Material Adverse Effect; and (d) no Company Material Adverse Effect The Sellers shall have occurred since obtained and furnished to the date hereof; and (e) Buyer all actions, proceedings, instruments and documents third-party consents listed in Section 2.6 of the Seller required to carry out the transactions contemplated by this Agreement or incidental thereto Disclosure Letter and all other related legal matters shall be marked with an asterisk in form and substance reasonably satisfactory to counsel for the Buyer, and such counsel shall have been furnished with such certified copies of such actions and proceedings and such other instruments and documents as it shall have reasonably requested.

Further Conditions to the Buyer's Obligations. The obligation of the Buyer to consummate the Stock Purchase transactions contemplated hereby are further subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions: (a) the The representations and warranties of the Seller Parent and the Sellers contained herein in Article II of this Agreement shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as if though such representations and warranties were made at and as of such date (other than those date, except for representations and warranties that address matters only which are as of a particular different date or only with respect to a specific period of time which need only shall be true and accurate correct in all material respects as of such other date or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect" set forth therein) would not, individually or in the aggregate, have a Company Material Adverse Effect (with the effects of any inaccuracy of the representation and warranty contained in Section 2.13(b)(ii) being determined without regard to clause (ii) of the proviso contained in the definition of "Company Material Adverse Effect");; and (b) The Parent and the Seller Sellers shall have performed and complied in all material respects with all agreements, obligations, covenants agreements and conditions obligations required by this Agreement to be performed or complied with by it on or prior to the Closing;; and (c) Releases shall have been obtained with respect to any Liens on the Shares or the shares of capital stock of the Companies' respective Subsidiaries as well as a release of any Liens on the Intellectual Property assets of the Companies and their Subsidiaries; and (d) The Parent and the Sellers shall have obtained all material third-party consents listed in Section 2.6 of the Disclosure Schedule required for the consummation of the transactions contemplated by this Agreement; and (e) The Parent and the Sellers shall have provided the Buyer with all of the documents required by Section 1.4 to be delivered at Closing by the Sellers; and (f) The Buyer shall have entered into employment agreements with R. Xxxx Xxxxxxx and with at least five of the other seven key employees identified in Section 5.3 of the Disclosure Schedule, substantially in the form attached hereto as Exhibit 5; and --------- (g) Since the date of this Agreement, none of the Companies nor their Subsidiaries shall have suffered a change or changes in its business or financial condition that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (h) The Parent, the U.S. Company and Xxxx X. Xxxx shall have entered into severance arrangements upon the terms set forth in Section 4.8(g); and (i) The Buyer shall have received a certificate of an authorized officer of each of the Seller Parent and the Sellers to the effect that the conditions in paragraphs (a), (b), (c), (d) and (bg) of this Section 5.3 have been satisfied; (d) no Company Material Adverse Effect shall have occurred since the date hereof; and (e) all actions, proceedings, instruments and documents of the Seller required to carry out the transactions contemplated by this Agreement or incidental thereto and all other related legal matters shall be reasonably satisfactory to counsel for the Buyer, and such counsel shall have been furnished with such certified copies of such actions and proceedings and such other instruments and documents as it shall have reasonably requested.