Common use of CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS Clause in Contracts

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The --------------------------------------------------- obligation of the Purchaser to consummate the transactions described in this Agreement shall be subject to the satisfaction of the following conditions on or prior to the Closing: (i) the representations and warranties of the Company contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects on the date of Closing with the same effect as if they were made on such date; (ii) the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing; (iii) the Company shall have delivered to the Purchaser a certificate, dated the date of Closing and signed by a duly authorized officer of the Company, certifying as to the matters described in the foregoing clauses (i) and (ii); (iv) no action, suit, investigation or proceeding shall have been instituted before any court, administrative body or governmental agency (a "Governmental Entity") which seeks ------------------- to restrain the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from the transactions contemplated by this Agreement and which is likely, in the Purchaser's reasonable judgment, to be successful on the merits, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx- ----- Xxxxx-Xxxxxx Act")), and all extensions thereof, the passing of which is ---------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; (vii) from and after the date of this Agreement, there shall not have occurred any changes concerning the Company that, when combined, without duplication, with all other changes concerning the Company from and after the date of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viii) the Company shall have obtained a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably satisfactory to the Purchaser, and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereof; and (viii) all conditions precedent to consummation of the Cape Xxx Purchase and the Xxxxxx Purchase shall have been satisfied or waived by the appropriate party, and no amendment to the Cape Xxx Purchase Agreement or the Xxxxxx Purchase Agreement shall have been executed or agreed to that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied on or before the Closing, the Purchaser may waive such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). ---------

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The --------------------------------------------------- obligation of the Purchaser to consummate the transactions described in this Agreement shall be subject to the satisfaction of the following conditions on or prior to the Closing: (i) the representations and warranties of the Company contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects on the date of Closing with the same effect as if they were made on such date; (ii) the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing; (iii) the Company shall have delivered to the Purchaser a certificate, dated the date of Closing and signed by a duly authorized officer of the Company, certifying as to the matters described in the foregoing clauses (i) and (ii); (iv) no action, suit, investigation or proceeding shall have been instituted before any court, administrative body or governmental agency (a "Governmental Entity") which seeks ------------------- to restrain the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from the transactions contemplated by this Agreement and which is likely, in the Purchaser's reasonable judgment, to be successful on the merits, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended xxxxxxx (the xxx "Xxxx- ----- XxxxxXxxt-Xxxxxx Scott-Rodino Act")), and all extensions thereof, the passing of which xxxxxxx xx xxxxx is ---------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; (vii) from and after the date of this Agreement, there shall not have occurred any changes concerning the Company that, when combined, without duplication, with all other changes concerning the Company from and after the date of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viii) the Company shall have obtained a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably satisfactory to the Purchaser, and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereof; and (viii) all conditions precedent to consummation of the Cape Xxx Lepone Purchase and the Xxxxxx Korman Purchase shall have been satisfied sxxxxxxed or waived by the appropriate thx xxxxopriate party, and no amendment to the Cape Xxx Lepone Purchase Agreement or the Xxxxxx Korman Purchase Agreement shall Agreemenx xxxxl have been executed or agreed to agrxxx xx that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied on or before the Closing, the Purchaser may waive such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). ---------.

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The --------------------------------------------------- obligation of the Purchaser to consummate the transactions described in this Agreement shall be subject to the satisfaction of the following conditions on or prior to the Closing: (i) the representations and warranties of the Company contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects on the date of Closing with the same effect as if they were made on such date; (ii) the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing; (iii) the Company shall have delivered to the Purchaser a certificate, dated the date of Closing and signed by a duly authorized officer of the Company, certifying as to the matters described in the foregoing clauses (i) and (ii); (iv) no action, suit, investigation or proceeding shall have been instituted before any court, administrative body or governmental agency (a "Governmental Entity") which seeks ------------------- to restrain the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from the transactions contemplated by this Agreement and which is likely, in the Purchaser's reasonable judgment, to be successful on the merits, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx- ----- Xxxx-Xxxxx-Xxxxxx Act")), and all extensions thereof, the passing of which is ---------------- --------------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse ---------------- Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this ------ Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; (vii) from and after the date of this Agreement, there shall not have occurred any changes concerning the Company that, when combined, without duplication, with all other changes concerning the Company from and after the date of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viii) the Company shall have obtained a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit -------------------------- and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, ---- National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably satisfactory to the Purchaser, and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereof; and (viii) all conditions precedent to consummation of the Cape Xxx Purchase and the Xxxxxx Purchase shall have been satisfied or waived by the appropriate party, and no amendment to the Cape Xxx Purchase Agreement or the Xxxxxx Purchase Agreement shall have been executed or agreed to that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied on or before the Closing, the Purchaser may waive such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). -----------------------