Common use of Subsequent Obligations Clause in Contracts

Subsequent Obligations. In addition to the terms and conditions otherwise contained herein, the obligation of the Bank to extend any Loans or make or incur subsequent Obligations is subject to the satisfaction, on the date of making or incurring each such Obligation, of the following conditions prior to any such extension of credit or making or incurring any such Obligations: (a) All of the representations, warranties and acknowledgments of the Company contained in this Agreement and the Related Documents shall be true and accurate as if made on such date, and each request by the Company for credit shall constitute an affirmation by the Company that such representations, warranties and acknowledgements are then true and accurate, other than those which, by their terms, specifically are made as of a certain date prior thereto and other than as expressly permitted by this Agreement or as otherwise consented to in writing by the Bank; (b) There shall not exist on such date any Default and no Default shall occur as the result of the making or incurring of such Obligation (except the Existing Defaults); (c) The aggregate principal amount of all Revolving Loans outstanding, together with the amount of any Revolving Loan requested shall not exceed the Revolving Loan Commitment; (d) The Bank shall have received executed loan requests for all Revolving Loans previously requested by the Company and the matters certified therein and herein shall have been true, correct and complete on the date thereof and shall continue to be true and correct on the date of the requested Revolving Loans or other Obligations; and (e) Each of the Related Documents shall remain in full force and effect and all security, mortgage and pledge agreements shall continue to secure the Obligations; and (f) The Bank has received weekly or monthly certifications in the form set forth at Schedule 4.2(f) hereof. (g) A financial advisor of recognized professional standing and ability is currently retained by the Company, or in the event of such advisor's (i) resignation, or (ii) discharge, then, within 20 days thereof, a new financial advisor with similar capabilities and recognized professional standing and ability shall be retained by the Company (the "Advisor").

Subsequent Obligations. In addition the event that the Parent exercises Options and purchases shares from Stockholders, as provided above, Parent agrees to take any and all commercially reasonable actions to offer to purchase, and to purchase, or otherwise to acquire (by merger, tender offer or otherwise), as promptly as shall be reasonably practicable under the circumstances all of the outstanding equity securities of the Company at a price per share no less than that paid to the Stockholders pursuant to the foregoing (subject to adjustment to reflect intervening splits, distributions, dividends, stock dividends, recapitalizations or other corporate actions or events); provided, however, that Parent shall not -------- -------- be required to (x) acquire, or expend any money with respect to, any Company Stock Options or any outstanding warrants on terms that are less favorable to Parent than those set forth in the Merger Agreement and the other transactions contemplated in connection with the Offer and the Merger and (y) make any offer on terms and conditions (including the conditions set forth in Annex I of the Merger Agreement) that are less favorable to Parent than the terms and conditions otherwise contained hereinset forth in the Merger Agreement and in the other transactions contemplated in connection with the Offer and the Merger; and provided, further, -------- ------- however, that the obligation of Parent so to acquire equity securities of the ------- Company shall be subject to (i) compliance with applicable law, including filings, waiting periods, consents, etc., to the extent required by law, (ii) the rights, if any, of stockholders of the Company not to have their securities so acquired, and (iii) compliance with any applicable court or governmental orders or decrees, it being understood that the obligation of the Bank Parent (A) includes the obligation to extend take any Loans or make or incur subsequent Obligations is subject and all commercially reasonable actions to satisfy any such conditions and to complete the acquisition provided for above but (B) does not include the obligation to maintain in existence any public offer for such other outstanding equity securities for a period of longer than 20 business days; and provided, further, however, that, except in the event that -------- ------- ------- the Merger Agreement has been terminated prior to the satisfactionpurchase by Parent of Shares pursuant to this Section 7, on compliance by Parent with all of its material obligations under the date Merger Agreement shall be deemed to satisfy the obligations set forth in this Section 7(d). Notwithstanding the foregoing, Parent shall have no obligation to initiate or defend against (or otherwise be obligated to participate in) any suit, claim or other action arising out of making relating to the Company, its shareholders, the Merger Agreement or incurring each such Obligationany attempt of Parent to acquire the Company or any shares of its Common Stock, of the following conditions prior to any such extension of credit or making or incurring any such Obligations: (a) All of the representations, warranties and acknowledgments potential acquirers of the Company contained in this Agreement and the Related Documents shall be true and accurate as if made on such date, and each request by the Company for credit shall constitute an affirmation by the Company that such representations, warranties and acknowledgements are then true and accurate, other than those which, by their terms, specifically are made as or shares of a certain date prior thereto and other than as expressly permitted by this Agreement or as otherwise consented to in writing by the Bank; (b) There shall not exist on such date any Default and no Default shall occur as the result of the making or incurring of such Obligation (except the Existing Defaults); (c) The aggregate principal amount of all Revolving Loans outstanding, together with the amount of any Revolving Loan requested shall not exceed the Revolving Loan Commitment; (d) The Bank shall have received executed loan requests for all Revolving Loans previously requested by the Company and the matters certified therein and herein shall have been true, correct and complete on the date thereof and shall continue to be true and correct on the date of the requested Revolving Loans or other Obligations; and (e) Each of the Related Documents shall remain in full force and effect and all security, mortgage and pledge agreements shall continue to secure the Obligations; and (f) The Bank has received weekly or monthly certifications in the form set forth at Schedule 4.2(f) hereof. (g) A financial advisor of recognized professional standing and ability is currently retained by the Companyits Common Stock, or in the event of such advisor's (i) resignation, or (ii) discharge, then, within 20 days thereof, a new financial advisor with similar capabilities and recognized professional standing and ability shall be retained by the Company (the "Advisor")otherwise.