AND DELIVERY OF THE SELLER PARENT GUARANTEE
AND THE VALIDITY AND ENFORCEABILITY THEREOF.
(B)
AS TO BUYER. AT THE CLOSING, BUYER SHALL DELIVER TO SELLER:
(I)
THE CASH PAYMENT CONTEMPLATED BY SECTION 1.2 BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS OR BY SUCH OTHER MEANS AS MUTUALLY AGREED UPON BY
THE PARTIES;
(II)
A CERTIFICATE, DATED AS OF THE CLOSING DATE AND SIGNED BY A
SENIOR EXECUTIVE OFFICER OR OFFICERS, REPRESENTING THAT THE CONDITIONS REFERRED
TO IN SECTIONS 6.2(A) AND 6.2(B) HAVE BEEN SATISFIED;
(III)
AN INCUMBENCY CERTIFICATE CERTIFYING AS TO THE NAMES AND
SIGNATURES OF THE OFFICERS AUTHORIZED TO SIGN THIS AGREEMENT AND EACH OF THE
DOCUMENTS TO BE DELIVERED HEREUNDER; AND
(IV)
AN OPINION OR OPINIONS FROM COUNSEL (INCLUDING IN-HOUSE COUNSEL AS
TO THE MATERS OF AUTHORIZATION, EXECUTION AND DELIVERY) ADDRESSED TO SELLER AND
DATED AS OF THE CLOSING DATE AS TO THE DUE AUTHORIZATION, EXECUTION AND DELIVERY
OF THIS AGREEMENT BY BUYER AND THE VALIDITY AND ENFORCEABILITY THEREOF.
ARTICLE VII
TERMINATION
SECTION 7.1
TERMINATION. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, THIS AGREEMENT AND THE PURCHASE OF THE MEMBERSHIP INTERESTS
CONTEMPLATED HEREIN MAY, BY WRITTEN NOTICE, BE TERMINATED AT ANY TIME PRIOR TO
THE CLOSING DATE:
(A)
BY EITHER BUYER OR SELLER, UPON THEIR MUTUAL WRITTEN CONSENT;
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(B)
BY EITHER BUYER OR SELLER, WITHOUT LIABILITY TO THE TERMINATING
PARTY ON ACCOUNT OF SUCH TERMINATION IF THE CLOSING HAS NOT OCCURRED (OTHER THAN
THROUGH THE FAILURE OF THE
PARTY SEEKING TO TERMINATE THIS AGREEMENT TO COMPLY
FULLY WITH ITS OBLIGATIONS HEREUNDER) ON OR BEFORE NOVEMBER 30, 2006, OR SUCH
OTHER DATE AS BUYER AND SELLER MAY MUTUALLY AGREE TO (THE "OUTSIDE DATE");
(C)
BY EITHER BUYER OR SELLER, IF ANY GOVERNMENTAL ENTITY SHALL HAVE
ISSUED, ENACTED, ENTERED, PROMULGATED OR ENFORCED ANY ORDER, OR TAKEN ANY OTHER
ACTION RESTRAINING, ENJOINING OR OTHERWISE PROHIBITING THE PURCHASE OF THE
MEMBERSHIP INTERESTS OR THE CONSUMMATION OF ANY OTHER TRANSACTIONS CONTEMPLATED
HEREIN AND SUCH ORDER OR OTHER ACTION SHALL HAVE BECOME FINAL AND
NON-APPEALABLE; PROVIDED, THAT THE RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO
THIS SECTION 7.1(C) SHALL NOT BE AVAILABLE TO ANY PARTY THAT HAS FAILED TO
COMPLY FULLY WITH ITS OBLIGATIONS HEREUNDER IN ANY MANNER THAT SHALL HAVE
PROXIMATELY CONTRIBUTED TO THE OCCURRENCE OF SUCH ORDER; PROVIDED FURTHER, THAT
IN THE EVENT ANY GOVERNMENTAL ENTITY WITH JURISDICTION OVER THE ENFORCEMENT OF
ANY APPLICABLE ANTITRUST OR COMPETITION LAWS PROVIDES NOTICE TO BUYER THAT BUYER
IS REQUIRED, AS A CONDITION TO THE APPROVAL OF THE TRANSACTIONS CONTEMPLATED
HEREUNDER, TO AGREE TO DISPOSE OF OR DIVEST PARTICULAR ASSETS OR CATEGORIES OF
ASSETS, OR BUSINESSES, OF THE COMPANY (OR, IN LIEU THEREOF, APPROXIMATELY
EQUIVALENT ASSETS OR CATEGORIES OF ASSETS AND BUSINESSES OF BUYER OR ITS
SUBSIDIARIES OR ANY RELATED PERSON OF BUYER), AND BUYER HAS USED ITS REASONABLE
BEST EFFORTS TO CAUSE SUCH GOVERNMENTAL ENTITY TO WITHDRAW OR OTHERWISE WAIVE
SUCH CONDITION TO THE APPROVAL OF THE TRANSACTIONS CONTEMPLATED HEREUNDER, BUT
SUCH EFFORTS HAVE BEEN UNSUCCESSFUL, BUYER MAY TERMINATE THIS AGREEMENT PURSUANT