TO MAKE CLAIMS UNDER SUCH INSURANCE
POLICIES OF SELLER AND ITS AFFILIATES SOLELY IN RESPECT OF LIABILITIES THAT
EXISTED OR OCCURRED PRIOR TO THE CLOSING DATE.
SECTION 5.23
DELIVERY OF PRODUCT SPECIFICATIONS.
PRIOR TO THE CLOSING
DATE, SELLER SHALL PROVIDE TO PURCHASER WRITTEN PRODUCT SPECIFICATIONS FOR EACH
OF THE PRODUCTS TO BE SUPPLIED BY PURCHASER TO SELLER PURSUANT TO THE TERMS OF
THE SUPPLY AGREEMENT.
SECTION 5.24
DELIVERY OF THE TAX OPINION.
NO LATER THAN 12:01 A.M. ON
THE DAY AFTER THE DATE HEREOF, SELLER SHALL DELIVER TO PURCHASER THE TAX OPINION
TO SATISFY THE CONDITION SET FORTH IN SECTION 6.3(D).
SECTION 5.25
CORK SUBLEASE. PRIOR TO OR UPON THE CLOSING, PURCHASER (OR
ITS
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AFFILIATE), AS SUBLESSEE, SHALL ENTER INTO A SUBLEASE (THE "CORK SUBLEASE") WITH
M/A-COM EUROTEC B.V. OR AN AFFILIATE, AS SUBLESSOR, WITH RESPECT TO THE ENTIRE
PREMISES LOCATED AT BUILDING 4, EASTGATE ROAD, EASTGATE BUSINESS PARK, LITTLE
ISLAND, CORK, IRELAND, UPON THE SAME TERMS AND CONDITIONS AS THE OVERLEASE WITH
RESPECT TO SUCH PREMISES (THE "CORK OVERLEASE"); PROVIDED THE INITIAL TERM OF
THE CORK SUBLEASE SHALL BE FOR FIVE (5) YEARS WITH SUCCESSIVE OPTIONS TO RENEW
FOR A TERM OF ONE (1) ADDITIONAL YEAR AT THE ELECTION OF SUBLESSEE AT LEAST
NINETY (90) DAYS IN ADVANCE OF THE NEXT SCHEDULED EXPIRATION DATE OF THE TERM
(BUT IN NO EVENT BEYOND THE EXPIRATION OF THE TERM OF THE CORK OVERLEASE).
FOR
THE AVOIDANCE OF DOUBT, SECTION 5.13 HEREUNDER SHALL NOT BE APPLICABLE TO THE
CORK SUBLEASE.
EACH PARTY AGREES TO USE ITS REASONABLE BEST EFFORTS TO TAKE, OR
CAUSE TO BE TAKEN, ALL ACTIONS NECESSARY TO OBTAIN THE CONSENT OF THE LESSOR
UNDER THE CORK OVERLEASE TO THE CORK SUBLEASE, IN THE MOST EXPEDITIOUS MANNER
PRACTICABLE, BUT WITHOUT ANY REQUIREMENT THAT ANY PARTY EXPEND ANY MONEY TO
OBTAIN SUCH CONSENT.
IF SUCH CONSENT IS NOT OBTAINED PRIOR TO THE CLOSING,
PURCHASER (OR ITS AFFILIATE) SHALL BE LIABLE UNDER THE CORK SUBLEASE AS IF SUCH
CONSENT HAD BEEN GRANTED AND SHALL DEFEND AND INDEMNIFY THE SELLER INDEMNITEES
AND SAVE AND HOLD EACH OF THEM HARMLESS AGAINST ANY LOSSES INCURRED BY THEM AS A
RESULT THEREOF.
ARTICLE VI
CONDITIONS PRECEDENT
SECTION 6.1
CONDITIONS TO THE OBLIGATIONS OF EACH PARTY.
THE
RESPECTIVE OBLIGATIONS OF PURCHASER AND SELLER TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY ARE SUBJECT TO THE SATISFACTION OR WAIVER BY PURCHASER OR
SELLER, AS APPROPRIATE, AT OR BEFORE THE CLOSING DATE, OF EACH OF THE FOLLOWING
CONDITIONS:
(A)
INJUNCTIONS; ILLEGALITY.
THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL NOT BE RESTRAINED, ENJOINED OR PROHIBITED BY ANY ORDER
AND THERE SHALL NOT HAVE BEEN ANY LAW ENACTED, PROMULGATED OR DEEMED APPLICABLE
TO THE TRANSACTIONS CONTEMPLATED HEREBY BY ANY GOVERNMENTAL AUTHORITY THAT
PREVENTS THE CONSUMMATION OF SUCH TRANSACTIONS OR HAS THE EFFECT OF MAKING SUCH
CONSUMMATION THEREOF ILLEGAL.
(B)
ANTITRUST LAWS ANY APPLICABLE WAITING PERIOD (OR ANY EXTENSION THEREOF)
UNDER ANTITRUST LAWS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
SHALL HAVE EXPIRED OR BEEN TERMINATED AND ANY FILINGS OR