TO DELIVER THE MAMMOGRAPHY INTELLECTUAL PROPERTY FREE AND CLEAR
OF ALL ENCUMBRANCES; INCLUDING WITHOUT LIMITATION, IF APPLICABLE, SUCH TAX LIEN
WAIVERS FROM THE APPLICABLE GOVERNMENTAL ENTITIES AS MAY BE CUSTOMARY OR
APPROPRIATE FOR A TRANSACTION OF THIS TYPE.
(I) ANCILLARY AGREEMENTS.
THE BUYER SHALL HAVE RECEIVED THE ANCILLARY
AGREEMENTS REQUIRED TO BE EXECUTED AND DELIVERED BY THE SELLER OR ANY OF ITS
SUBSIDIARIES ON OR BEFORE THE CLOSING, INCLUDING WITHOUT LIMITATION THE BILL OF
SALE, THE INTELLECTUAL PROPERTY ASSIGNMENTS, AND SUCH OTHER INSTRUMENTS OF
TRANSFER AS MAY BE REQUIRED PURSUANT TO SECTION 1.6 OF THIS AGREEMENT.
38
(J) NOTICE OF TERMINATION.
PRIOR TO THE CLOSING, SELLER SHALL HAVE DELIVERED A
NOTICE IN PROPER FORM AND CONTENT TO PHILIPS SETTING FORTH THE SELLER'S
INTENTION TO TERMINATE THE PHILIPS SUPPLY AGREEMENT AS OF OCTOBER 14, 2007.
(K) OPINION OF COUNSEL.
SELLER SHALL HAVE DELIVERED TO BUYER OPINIONS OF DAVIS
GRAHAM & STUBBS LLP, AND FAEGRE AND BENSON, LEGAL COUNSEL TO SELLER, DATED AS OF
THE CLOSING DATE, WHICH, IN THE AGGREGATE, WILL BE SUBSTANTIALLY IN THE FORM OF
EXHIBIT D.
SECTION 6.3
ADDITIONAL CONDITIONS TO OBLIGATIONS OF SELLER.
THE OBLIGATION OF SELLER TO COMPLETE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT IS SUBJECT TO THE SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS,
ANY OF WHICH MAY BE WAIVED, IN WRITING, EXCLUSIVELY BY SELLER:
(A) REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND WARRANTIES OF THE
BUYER CONTAINED IN THIS AGREEMENT OR IN THE BUYER DISCLOSURE SCHEDULE OR ANY
CERTIFICATE DELIVERED PURSUANT HERETO SHALL BE COMPLETE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF THE CLOSING DATE (EXCEPT THAT ANY SUCH REPRESENTATION OR
WARRANTY QUALIFIED AS TO MATERIALITY OR A BUYER'S MATERIAL ADVERSE EFFECT SHALL
CONTINUE TO BE COMPLETE AND CORRECT IN ALL RESPECTS AS OF THE CLOSING DATE); AND
SELLER SHALL HAVE RECEIVED AT THE CLOSING A CERTIFICATE, SIGNED BY THE PRESIDENT
OR CHIEF FINANCIAL OFFICER OF BUYER, TO SUCH EFFECT.
(B) PERFORMANCE OF OBLIGATIONS OF BUYER.
BUYER SHALL HAVE TAKEN ALL NECESSARY
CORPORATE ACTIONS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND SHALL
HAVE PERFORMED AND COMPLIED IN ALL MATERIAL RESPECTS WITH EACH COVENANT,
AGREEMENT AND CONDITION REQUIRED BY THIS AGREEMENT TO BE PERFORMED OR COMPLIED
WITH BY THEM AT OR PRIOR TO THE CLOSING; AND SELLER SHALL HAVE RECEIVED AT THE
CLOSING A CERTIFICATE, SIGNED BY THE PRESIDENT OR CHIEF FINANCIAL OFFICER OF
BUYER, TO SUCH EFFECT.
(C) ASSUMPTION DOCUMENT.
BUYER SHALL HAVE EXECUTED AND DELIVERED ALL ANCILLARY
AGREEMENTS TO BE EXECUTED AND DELIVERED BY BUYER ON OR BEFORE THE CLOSING.
(D) OPINION OF COUNSEL.
BUYER SHALL HAVE DELIVERED TO SELLER AN OPINION OF
BROWN RUDNICK BERLACK ISRAELS LLP, LEGAL COUNSEL TO BUYER, DATED AS OF THE
CLOSING DATE, IN SUBSTANTIALLY THE FORM OF EXHIBIT E.
ARTICLE VII.
TERMINATION AND AMENDMENT
SECTION 7.1
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED AT ANY TIME PRIOR TO THE CLOSING (WITH RESPECT
TO SECTIONS 7.1(B) THROUGH 7.1(H), BY WRITTEN NOTICE BY THE TERMINATING PARTY TO
THE OTHER PARTY), WHETHER BEFORE OR AFTER APPROVAL OF THE TRANSACTIONS
CONTEMPLATED