HAVE EXPIRED OR BEEN TERMINATED.
(E)
NO PROHIBITION. NO LAW SHALL BE IN EFFECT PROHIBITING THE
TRANSACTION.
(F)
CONSENTS AND APPROVALS. ALL SELLER REQUIRED APPROVALS AND ALL
BUYER REQUIRED APPROVALS SHALL HAVE BEEN OBTAINED, IN EACH CASE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO BOTH PARTIES.
(G)
REGISTRATION OF PURCHASE SHARES. UNLESS THE ISSUANCE OF THE
PURCHASE SHARES PURSUANT TO THE PLAN AND THE TERMS OF THIS AGREEMENT IS EXEMPTED
FROM ANY REGISTRATION UNDER THE SECURITIES ACT PURSUANT TO THE CONFIRMATION
ORDER OR A NO-ACTION LETTER FROM THE STAFF OF THE SEC, A REGISTRATION STATEMENT
IN RESPECT OF THE PURCHASE SHARES SHALL HAVE BEEN DECLARED EFFECTIVE BY THE SEC
AND NO STOP ORDER SUSPENDING THE EFFECTIVENESS OF SUCH REGISTRATION SHALL HAVE
BEEN ISSUED AND NO PROCEEDINGS FOR THAT PURPOSE SHALL HAVE BEEN INITIATED OR
THREATENED BY THE SEC. [THE]SUBJECT TO SECTION 5.5(B), AT SUCH TIME AS THE
PURCHASE SHARES ARE DISTRIBUTED TO THE DEBTORS' CLAIMANTS AND STAKEHOLDERS
PURSUANT TO THE PLAN, THE PURCHASE SHARES SHALL BE FREELY TRADABLE AND NOT
SUBJECT TO ANY RESALE RESTRICTIONS EXCEPT TO THE EXTENT THAT THE HOLDER THEREOF
IS AN AFFILIATE OF PARENT OR AN UNDERWRITER (AS DEFINED IN SECTION 1145(B) OF
THE BANKRUPTCY CODE).
(H)
[LISTING OF PURCHASE SHARES. THE PURCHASE SHARES SHALL HAVE BEEN
APPROVED FOR LISTING ON THE NYSE, SUBJECT ONLY TO OFFICIAL NOTICE OF
ISSUANCE.]INTENTIONALLY OMITTED.
127
(I)
CROSS-CONDITIONALITY. SUBJECT TO SECTION 5.15, THE CLOSING UNDER
THE FRIENDCO PURCHASE AGREEMENT SHALL HAVE OCCURRED CONTEMPORANEOUSLY WITH THE
CLOSING.
Section 6.2
Conditions to the Obligation of Buyer. The obligation of
Buyer to effect the Closing is subject to the satisfaction (or waiver by Buyer)
prior to the Closing of the following conditions:
(A)
REPRESENTATIONS AND WARRANTIES. THE REPRESENTATIONS AND WARRANTIES
IN SECTION 3.1, SECTION 3.2(A) (OTHER THAN THE FIRST SENTENCE THEREOF), SECTIONS
3.3 THROUGH 3.6 AND SECTIONS 3.24 THROUGH 3.26 (THE "CLASS 1 REPRESENTATIONS AND
WARRANTIES"; ALL OTHER REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III,
THE "CLASS 2 REPRESENTATIONS AND WARRANTIES") THAT ARE QUALIFIED AS TO
MATERIALITY OR MATERIAL ADVERSE EFFECT SHALL BE TRUE AND CORRECT, AND THE
CLASS 1 REPRESENTATIONS AND WARRANTIES THAT ARE NOT SO QUALIFIED SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS, IN EACH CASE, AT THE TIME MADE AND AS OF
THE CLOSING DATE AS IF MADE AT AND AS OF SUCH TIME (EXCEPT, IN EACH CASE, TO THE
EXTENT EXPRESSLY MADE AS OF AN EARLIER DATE, IN WHICH CASE AS OF SUCH EARLIER
DATE). THE CLASS 2 REPRESENTATIONS AND WARRANTIES (OTHER THAN SECTION 3.19 (BUT
ONLY TO THE EXTENT RELATED TO ANY EVENT, OCCURRENCE, CONDITION OR CIRCUMSTANCE
FIRST OCCURRING AFTER THE DATE HEREOF), SECTION 3.20(B) OR THE FIRST TWO
SENTENCES OF SECTION 3.20(C), ASSUMING, AS TO SECTIONS 3.20(B) AND 3.20(C), THE
INFORMATION DELIVERED PURSUANT TO SUCH SECTIONS WAS PREPARED BY SELLER IN GOOD
FAITH) SHALL BE TRUE AND CORRECT (WITHOUT GIVING EFFECT TO ANY MATERIALITY OR
MATERIAL ADVERSE EFFECT QUALIFIERS SET FORTH THEREIN) AT THE TIME MADE AND AS OF
THE CLOSING DATE AS IF