Common use of Conditions Precedent to the Obligations of the Purchaser Clause in Contracts

Conditions Precedent to the Obligations of the Purchaser. The obligations of the Purchaser to complete the Closing shall be subject to the fulfillment, at or prior to the time of the Closing of each of the following conditions: (a) except for such changes as permitted or contemplated by this Asset Purchase Agreement, the representations and warranties of the Physician Parties contained in this Asset Purchase Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as if made at and as of the Closing Date; (b) the Physician Parties shall have performed, complied with and fulfilled all the covenants, agreements, obligations and conditions required by any of the Transaction Documents to be performed, complied with or fulfilled by them prior to or at the Closing; (c) since the date of this Asset Purchase Agreement, there shall not have occurred any event or events, whether individually or in the aggregate, that have had or that reasonably could be reasonably expected to have a Material Adverse Effect on the financial condition, results of operations, properties, assets, liabilities, business operations of the Clinic or the Practice; (d) the Purchaser shall have received all of the instruments, documents and other items described in Section 3.2 hereof; (e) the Physician Parties shall have agreed, and such agreement shall continue to be in effect, to terminate all real property leases to which the Clinic is a party as of the Closing Date; and (f) the Purchaser and its permitted assignee shall have received all information reasonably requested from the Physician Parties with respect to employees of the Clinic, in connection with its evaluation of employees of the Clinic.

Conditions Precedent to the Obligations of the Purchaser. The obligations of the Purchaser to complete consummate the Closing shall be transactions contemplated by this Agreement are subject to the fulfillment, at on or prior to the time of the Closing Date, of each of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretion: (a) except for Sellers shall have delivered to the Purchaser (i) a certified copy of the Sale Order (which shall contain the terms described in Section 7.2) and (ii) copies of all affidavits of service of the Sale Motion or notice of such changes as permitted motion filed by or contemplated by this Asset Purchase Agreement, on behalf of Sellers (which service shall comply with Section 7.1(e)); (b) the representations and warranties of the Physician Parties contained made by Sellers in this Asset Purchase Agreement or in any Ancillary Document shall be true and correct in all material respects at (provided that any such representation or warranty that is subject to any materiality, Material Adverse Effect or similar qualification shall be true and correct in all respects after giving effect to any such qualification), in each case as of the Agreement Date and as of the Closing Date Date, with the same force and effect as if though all such representations and warranties had been made at and as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified date, which shall be so true and correct only as of such other specified date); (c) Sellers shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by them on or prior to the Closing Date; (bd) the Physician Parties Sellers shall have performedpaid the known Cure Costs for all Assigned Contracts, complied with and fulfilled all to the covenantsextent not paid, agreements, obligations and conditions required by any of the Transaction Documents to be performed, complied with or fulfilled by them prior to or at the Closing; (c) since the date of this Asset Purchase Agreement, there shall not have occurred any event or events, whether individually or in the aggregate, that have had or that reasonably could be reasonably expected to have a Material Adverse Effect on the financial condition, results of operations, properties, assets, liabilities, business operations of the Clinic or the Practice; (d) the Purchaser shall have received all of may pay the instruments, documents Cure Costs to the applicable Third Parties and other items described in Section 3.2 hereofdeduct such Cure Costs from the Cash Payment; (e) the Physician Parties Sellers shall have agreedentered into a Manufacturing Services Agreement with NXP applicable to the Business (the “NXP MSA”), in form and such agreement substance reasonably satisfactory to Purchasers and Sellers shall continue have assigned the NXP MSA to be in effect, to terminate all real property leases to which the Clinic is a party as of the Closing Date; andPurchaser; (f) Sellers shall have fulfilled its obligations under Article 2 of the MSA; (g) Sellers shall have fulfilled their obligations under the agreement (the “Philips Agreement”) dated January 17, 2012 between Trident Microsystems (Hong Kong) Limited and Philips Consumer Lifestyle B.V. (“Philips”). Phillips shall have released any claims against Sellers under the Philips Agreement and the Philips Agreement shall have terminated; (h) the executed Entropic License Agreement will be in substantially the same form and substance as the version of the document provided to Purchaser as of the date hereof; (i) Sellers shall have delivered, or caused to be delivered, to the Purchaser and its permitted assignee shall have received all information reasonably requested from the Physician Parties with respect to employees of the Clinicitems set forth in Section 3.2; (j) Since the date of this Agreement, in connection with its evaluation of employees of the Clinic.there has been no Material Adverse Effect;

Conditions Precedent to the Obligations of the Purchaser. The obligations of the Purchaser to complete consummate the Closing shall be are subject to the fulfillmentsatisfaction, at on or prior to the time of the Closing Date, of each of the following conditions:conditions (any or all of which may be waived in writing by the Purchaser, in whole or in part, to the extent permitted by applicable Law and Section 11.3): (a) (i) except for such changes as permitted or contemplated by this Asset Purchase Agreementset forth in clause (ii) below, the representations and warranties of the Physician Parties each Seller contained in this Asset Purchase Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) as of the Closing Date as if made on and as of the Closing Date (other than for such representations and warranties that are made as of a specific date which shall be so true and correct as of such date), except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) the representations and warranties of each Seller contained in Section 4.1, Section 4.3, and Section 4.10 shall be true and correct in all material respects at (without giving effect to any limitation as to “materiality” set forth therein) as of the Closing Date as if made on and as of the Closing Date with the same force (other than for any such representations and effect as if warranties that are made at and as of a specific date which shall be so true and correct in all material respects as of such date) and, in each case, the Purchaser shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the foregoing effect; (b) Since the Physician Parties shall have performed, complied with and fulfilled all the covenants, agreements, obligations and conditions required by any of the Transaction Documents to be performed, complied with or fulfilled by them prior to or at the Closing; (c) since the date of this Asset Purchase AgreementExecution Date, there shall not have occurred any event event, circumstance, change, occurrence or eventsstate of facts that, whether individually or in the aggregatetogether with all other event, that have had circumstance, change, occurrence or that state of facts, has had, or would reasonably could be reasonably expected to have have, a Material Adverse Effect Effect, and the Purchaser shall have received a certificate signed by an authorized officer of each Seller, dated the Closing Date, to the forgoing effect; (c) each Seller shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by the Sellers on or prior to the financial conditionClosing Date, results and the Purchaser shall have received a certificate signed by an authorized officer of operationseach Seller, propertiesdated the Closing Date, assets, liabilities, business operations of to the Clinic or the Practiceforgoing effect; (d) the Purchaser Sellers shall have received delivered, or caused to be delivered, to the Purchaser or the other applicable parties all of the instruments, documents and other items described set forth in Section 3.2 hereof3.2; (e) the Physician Parties shall have agreed, and such agreement shall continue to be in effect, to terminate all real property leases to which the Clinic is a party as of the Closing Date; and (f) the Purchaser and its permitted assignee shall have received all information reasonably requested from the Physician Parties with respect to employees of the Clinic, in connection with its evaluation of employees of the Clinic.

Conditions Precedent to the Obligations of the Purchaser. The obligations of the Purchaser to complete consummate the Closing shall be transactions contemplated by this Agreement are subject to the fulfillment, at or prior to the time of on the Closing Date, of each of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretion: (a) except for the Seller shall have delivered to the Purchaser (i) a certified copy of the Sale Order (which shall contain the terms described in Section 6.3) and (ii) copies of all affidavits of service of the Sale Motion or notice of such changes as permitted motion filed by or contemplated by this Asset Purchase Agreement, on behalf of the Seller; (b) The representations and warranties of the Physician Parties Seller contained herein shall be true and correct as of the Agreement Date and as of the Closing Date as though made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in this Asset Purchase Agreement which case, such representations and warranties shall be true and correct in all respects as of such earlier date), interpreted without giving effect to any Material Adverse Effect or materiality qualifications, except where all failures of such representations and warranties to be true and correct, in the aggregate, do not have or would not reasonably be expected to have, a Material Adverse Effect; (c) the Seller shall have performed and complied in all material respects at with all obligations and as of the Closing Date agreements required in this Agreement to be performed or complied with the same force and effect as if made at and as of by them on or prior to the Closing Date; (bd) the Physician Parties no material loss or damage with respect to a material tangible Purchased Asset shall have performedoccurred, complied with and fulfilled all provided, however, that the covenants, agreements, obligations and conditions required by any of the Transaction Documents to be performed, complied with or fulfilled by them prior to or at the Closing; (c) since the date Parties acknowledge that for purposes of this Asset Purchase Agreement, there Section 8.3(d) a decline of business revenues or loss of customers shall not have occurred any event be considered a material loss or events, whether individually or in damage with respect to the aggregate, that have had or that reasonably could be reasonably expected to have a Material Adverse Effect on the financial condition, results of operations, properties, assets, liabilities, business operations of the Clinic or the Practice; (d) the Purchaser shall have received all of the instruments, documents and other items described in Section 3.2 hereof;Purchased Assets; and (e) the Physician Parties Seller shall have agreedbe prepared to deliver, and such agreement shall continue or cause to be in effectdelivered, to terminate the Purchaser all real property leases to which the Clinic is a party as of the Closing Date; and (f) the Purchaser and its permitted assignee shall have received all information reasonably requested from the Physician Parties with respect to employees of the Clinic, items set forth in connection with its evaluation of employees of the ClinicSection 3.2.