Common use of Purchaser Closing Conditions Clause in Contracts

Purchaser Closing Conditions. The obligations of Purchaser under this Agreement in connection with the Closing are subject to the fulfillment at or before the Closing of each of the following conditions: (i) The representations and warranties of Parent and Seller contained in Section 5 below shall be true and correct in all material respects at the Closing with the same effect as though such representations and warranties had been made at and as of the Closing Date. (ii) Parent and Seller shall have performed and complied with all agreements and obligations contained in this Agreement in all material respects that are required to be performed or complied with by them or either of them at or before the Closing. (iii) There shall not have occurred since the date hereof any event or condition that has had a material adverse effect on the Purchased Assets but excluding any event or condition that relates to (A) the transactions contemplated by this Agreement and the Related Agreements and any public announcements thereof, (B) Seller’s preparation to wind down its operations relating to the Business, including, but not limited to, the closing of its manufacturing facility at which the Products are currently manufactured, (C) changes or conditions affecting the industries of which the Business is a part generally, (D) changes in economic, regulatory, or political conditions generally, or (E) any acts of war or terrorism (a “Material Adverse Effect”). (iv) Seller shall have entered into each of the Related Agreements, each in form and substance satisfactory to Purchaser. (v) The consent listed in Section 5(d) shall have been obtained in form and substance satisfactory to Purchaser. (vi) Purchaser shall be satisfied: (A) With the final form and substance of all exhibits, appendices and schedules to this Agreement; (B) With its pre-Closing inspection of the Equipment; (C) That Existing Customers representing, collectively, at least 60% of Seller’s revenues from the sale of Products on an annualized basis as of the date of this Agreement will convert to being customers of, and will purchase Products from, Purchaser after the Closing; and (D) That the Purchased Assets will be transitioned to Purchaser’s facilities by October 1, 2005.

Purchaser Closing Conditions. The obligations obligation of the Purchaser under this Agreement in connection with to consummate the Closing are Contemplated Transactions is subject to the fulfillment at or before satisfaction, as of the Closing Closing, of each of the following conditions:conditions (any of which may be waived in writing by the Purchaser, in whole or in part): (ia) The all agreements and covenants required by this Agreement to be complied with or performed by the Seller at or prior to the Closing shall have been complied with or performed in all material respects; (b) all representations and warranties of Parent and the Seller contained in Section 5 below this Agreement (i) that are qualified as to materiality or Material Adverse Effect shall be true and correct correct, in all material respects at respects, as of the Closing with the same effect or other time stated as though such representations and warranties had been if made at and as of the Closing Date. that time and (ii) Parent that are not so qualified shall be true and Seller shall have performed and complied with all agreements and obligations contained in this Agreement correct, in all material respects respects, as of the Closing or other time stated as if made at and as of that are required to be performed or complied with by them or either of them at or before the Closing.time; (iii) There shall not have occurred since the date hereof any event or condition that has had a material adverse effect on the Purchased Assets but excluding any event or condition that relates to (Ac) the transactions contemplated by this Agreement and the Related Agreements and any public announcements thereof, (B) Seller’s preparation to wind down its operations relating to the Business, including, but not limited to, the closing of its manufacturing facility at which the Products are currently manufactured, (C) changes or conditions affecting the industries of which the Business is a part generally, (D) changes in economic, regulatory, or political conditions generally, or (E) any acts of war or terrorism (a “Material Adverse Effect”). (iv) Seller shall have entered into each of the Related Agreements, each in form and substance satisfactory to Purchaser. (v) The consent listed in Section 5(d) Purchaser Required Consents shall have been obtained in form and substance satisfactory to Purchaser. (vi) Purchaser shall be satisfied: (A) With the final form and substance of all exhibitsor occurred, appendices and schedules to this Agreementas applicable; (Bd) With its pre-Closing inspection of the Equipment[CONFIDENTIAL TREATMENT REQUESTED] shall have been satisfied; (Ce) That Existing Customers representingno Order which prevents the consummation of any material aspect of the Contemplated Transactions shall have been issued and remain in effect (each Party agreeing to use its commercially reasonable efforts to have any such Order lifted) and no Law shall have been enacted which prohibits the consummation of the Contemplated Transactions; (f) the Seller shall have delivered to the Purchaser a certificate of a duly authorized officer of the Seller, collectively, at least 60% of Seller’s revenues from the sale of Products on an annualized basis dated as of the date Closing Date, certifying that, to the knowledge of this such officer, the conditions set forth in Section 5.1(a) and (b) have been satisfied as of the Closing Date; (g) the Seller Guarantee Agreement will convert to being customers of, shall be in full force and will purchase Products from, Purchaser after effect and no material default or breach shall have occurred thereunder; (h) the ClosingMirror Confirm shall be in full force and effect and no material default or breach by Seller shall have occurred thereunder; (i) the Supply Trade Agreements shall each be in full force and effect and no material default or breach by Seller shall have occurred thereunder; and (Dj) That the Purchased Assets will Purchaser shall have received those documents to be transitioned delivered to Purchaser’s facilities by October 1, 2005the Purchaser in accordance with Section 2.5(a).