Common use of Additional Condition Clause in Contracts

Additional Condition. The Commitment is subject to the further condition that there shall not have occurred between the Buyer Balance Sheet Date and the Confirmation Date, and, if the Effective Date does not occur within 90 days following the Confirmation Date, between the Buyer Balance Sheet Date and the Effective Date (i) any event or events (other than events which affect generally the economy or the industry in which Buyer and MobileMedia conduct their respective businesses) which has had or would have a material adverse effect on the business, assets (including licenses, franchise and other intangible assets), financial condition, operating income or prospects (determined in each case, where applicable, in accordance with generally accepted accounting principles and in a manner consistent with the past practices of Arch and MobileMedia) of Arch, MobileMedia and their respective subsidiaries, taken as a whole (collectively, the "Combined Company") (a "Combined Company Material Adverse Effect"), (ii) any event or events involving a regulatory or statutory change and affecting generally the industry in which Arch and MobileMedia conduct their respective businesses which would materially and adversely affect the ability of the Combined Company to operate its business, or (iii) any event or events affecting generally the industry in which Arch and MobileMedia conduct their respective business which would materially and adversely affect the ability of the Combined Company to operate its business; provided, however, that the Standby Purchaser may not assert the condition contained in this clause (iii) if each of the Unaffiliated Standby Purchasers, acting in good faith, shall have waived the condition in Section 6(iii) of the Other Standby Purchase Commitment to which such Unaffiliated Standby Purchaser is a party.

Additional Condition. The Commitment is subject to the further condition that there shall not have occurred between the Buyer Balance Sheet Date and the Confirmation Date, and, if the Effective Date does not occur within 90 days following the Confirmation Date, between the Buyer Balance Sheet Date and the Effective Date (i) any event or events (other than Arch Communications Group, Inc. MobileMedia Communications, Inc. Page 10 events which affect generally the economy or the industry in which Buyer Arch and MobileMedia conduct their respective businesses) which has had or would have a material adverse effect on the business, assets (including licenses, franchise and other intangible assets), financial condition, operating income or prospects (determined in each case, where applicable, in accordance with generally accepted accounting principles and in a manner consistent with the past practices of Arch and MobileMedia) of Arch, MobileMedia and their respective subsidiaries, taken as a whole (collectively, the "Combined Company") (a "Combined Company Material Adverse Effect"), (ii) any event or events involving a regulatory or statutory change and affecting generally the industry in which Arch and MobileMedia conduct their respective businesses which would materially and adversely affect the ability of the Combined Company to operate its business, or (iii) any event or events affecting generally the industry in which Arch and MobileMedia conduct their respective business which would materially and adversely affect the ability of the Combined Company to operate its business; provided, however, that the Standby Purchaser may not assert the condition contained in this clause (iii) if each of the Unaffiliated Standby Purchasers, acting in good faith, shall have waived the condition in Section 6(iii) of the Other Standby Purchase Commitment to which such Unaffiliated Standby Purchaser is a party.

Additional Condition. The Commitment is subject to the further -------------------- condition that there shall not have occurred between the Buyer Balance Sheet Date and the Confirmation Date, and, if the Effective Date does not occur within 90 days following the Confirmation Date, between the Buyer Balance Sheet Date and the Effective Date (i) any event or events (other than events which affect generally the economy or the industry in which Buyer Arch and MobileMedia conduct their respective businesses) which has had or would have a material adverse effect on the business, assets (including licenses, franchise and other intangible assets), financial condition, operating income or prospects (determined in each case, where applicable, in accordance with generally accepted accounting principles and in a manner consistent with the past practices of Arch and MobileMedia) of Arch, MobileMedia and their respective subsidiaries, taken as a whole (collectively, the "Combined Company") (a "Combined Company Material Adverse Effect"), (ii) any event or events involving a regulatory or statutory change and affecting generally the industry in which Arch and MobileMedia conduct their respective businesses which would materially and adversely affect the ability of the Combined Company to operate its business, or (iii) any event or events affecting generally the industry in which Arch and MobileMedia conduct their respective business which would materially and adversely affect the ability of the Combined Company to operate its business; provided, however, that the Standby Purchaser may not assert the -------- ------- condition contained in this clause (iii) if each of the Unaffiliated Standby Purchasers, acting in good faith, shall have waived the condition in Section 6(iii) of the Other Standby Purchase Commitment to which such Unaffiliated Standby Purchaser is a party.

Additional Condition. The Commitment is subject to the further condition that there shall not have occurred between the Buyer Balance Sheet Date and the Confirmation Date, and, if the Effective Date does not occur within 90 days following the Confirmation Date, between the Buyer Balance Sheet Date and the Effective Date (i) any event or events (other than events which affect generally the economy or the industry in which Buyer Arch and MobileMedia conduct their respective businesses) which has had or would have a material adverse effect on the business, assets (including licenses, franchise and other intangible assets), financial condition, operating income or prospects (determined in each case, where applicable, in accordance with generally accepted accounting principles and in a manner consistent with the past practices of Arch and MobileMedia) of Arch, MobileMedia and their respective subsidiaries, taken as a whole (collectively, the "Combined Company") (a "Combined Company Material Adverse Effect"), (ii) any event or events involving a regulatory or statutory change and affecting generally the industry in which Arch and MobileMedia conduct their respective businesses which would materially and adversely affect the ability of the Combined Company to operate its business, or (iii) any event or events affecting generally the industry in which Arch and MobileMedia conduct their respective business which would materially and adversely affect the ability of the Combined Company to operate its business; provided, however, that the Standby Purchaser may not assert the condition contained in this clause (iii) if each of the Unaffiliated Standby Purchasers, acting in good faith, shall have waived the condition in Section 6(iii) of the Other Standby Purchase Commitment to which such Unaffiliated Standby Purchaser is a party.

Additional Condition. The Commitment is subject to the further -------------------- condition that there shall not have occurred between the Buyer Balance Sheet Date and the Confirmation Date, and, if the Effective Date does not occur within 90 days following the Confirmation Date, between the Buyer Balance Sheet Date and the Effective Date (i) any event or events (other than events which affect generally the economy or the industry in which Buyer and MobileMedia conduct their respective businesses) which has had or would have a material adverse effect on the business, assets (including licenses, franchise and other intangible assets), financial condition, operating income or prospects (determined in each case, where applicable, in accordance with generally accepted accounting principles and in a manner consistent with the past practices of Arch and MobileMedia) of Arch, MobileMedia and their respective subsidiaries, taken as a whole (collectively, the "Combined Company") (a "Combined Company Material Adverse Effect"), (ii) any event or events involving a regulatory or statutory change and affecting generally the industry in which Arch and MobileMedia conduct their respective businesses which would materially and adversely affect the ability of the Combined Company to operate its business, or (iii) any event or events affecting generally the industry in which Arch and MobileMedia conduct their respective business which would materially and adversely affect the ability of the Combined Company to operate its business; provided, however, that -------- ------- the Standby Purchaser may not assert the condition contained in this clause (iii) if each of the Unaffiliated Standby Purchasers, acting in good faith, shall have waived the condition in Section 6(iii) of the Other Standby Purchase Commitment to which such Unaffiliated Standby Purchaser is a party.

Additional Condition. The Commitment is subject to the further -------------------- condition that there shall not have occurred between the Buyer Balance Sheet Date and the Confirmation Date, and, if the Effective Date does not occur within 90 days following the Confirmation Date, between the Buyer Balance Sheet Date and the Effective Date (i) any event or events (other than events which affect generally the economy or the industry in which Buyer Arch and MobileMedia conduct their respective businesses) which has had or would have a material adverse effect on the business, assets (including licenses, franchise and other intangible assets), financial condition, operating income or prospects Arch Communications Group, Inc. MobileMedia Communications, Inc. Page 10 (determined in each case, where applicable, in accordance with generally accepted accounting principles and in a manner consistent with the past practices of Arch and MobileMedia) of Arch, MobileMedia and their respective subsidiaries, taken as a whole (collectively, the "Combined Company") (a "Combined Company Material Adverse Effect"), (ii) any event or events involving a regulatory or statutory change and affecting generally the industry in which Arch and MobileMedia conduct their respective businesses which would materially and adversely affect the ability of the Combined Company to operate its business, or (iii) any event or events affecting generally the industry in which Arch and MobileMedia conduct their respective business which would materially and adversely affect the ability of the Combined Company to operate its business; provided, however, that the Standby Purchaser may not assert the -------- ------- condition contained in this clause (iii) if each of the Unaffiliated Standby Purchasers, acting in good faith, shall have waived the condition in Section 6(iii) of the Other Standby Purchase Commitment to which such Unaffiliated Standby Purchaser is a party.