TO BE PERFORMED BY THEM AT OR PRIOR TO THE CLOSING DATE; (3)
THE REPRESENTATIONS AND WARRANTIES OF SELLERS CONTAINED IN THIS AGREEMENT AND IN
ANY CERTIFICATE OR OTHER WRITING DELIVERED BY SELLERS PURSUANT THERETO,
DISREGARDING ALL QUALIFICATIONS AND EXCEPTIONS CONTAINED THEREIN RELATING TO
MATERIALITY, SHALL BE TRUE AT AND AS OF THE CLOSING DATE AS IF MADE AS OF THAT
DATE; AND (4) PURCHASER SHALL HAVE RECEIVED A CERTIFICATE SIGNED BY THE SELLERS
TO THE FOREGOING EFFECT, BUT WITH ANY MODIFICATIONS TO THE ATTACHED SCHEDULES,
TO THE EXTENT REQUIRED BY SUBSEQUENT EVENTS, MADE THEREIN.
(B)
NO PROCEEDING CHALLENGING THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR SEEKING TO PROHIBIT, ALTER, PREVENT OR DELAY THE CLOSING
SHALL HAVE BEEN INSTITUTED BY ANY PERSON BEFORE ANY COURT, ARBITRATOR OR
GOVERNMENTAL BODY, AGENCY OR OFFICIAL NOR SHALL THEY BE PENDING.
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(C)
PURCHASER SHALL HAVE RECEIVED CERTIFICATES OF THE LOUISIANA
SECRETARY OF STATE RELATING TO THE EXISTENCE OF AND GOOD STANDING OF THE
COMPANIES.
(D)
THERE SHALL HAVE NOT OCCURRED ANY EVENTS OR DEVELOPMENTS,
INDIVIDUALLY OR IN THE AGGREGATE, RESULTING IN A MATERIAL ADVERSE EFFECT WITH
RESPECT TO THE COMPANIES.
(E)
ALL APPLICABLE WAITING PERIODS (AND ANY EXTENSIONS THEREOF) UNDER
THE HART-SCOTT-RODINO ACT SHALL HAVE EXPIRED OR OTHERWISE BEEN TERMINATED.
(F)
MWS SHALL HAVE REDEEMED TWO (2) SHARES FROM MONCLA AS SET FORTH IN
SECTION 1.1(A) HERETO.
(G)
ALL WAIVERS OF APPLICABLE RIGHTS OF FIRST REFUSAL BY THE COMPANIES
AND THE SELLERS HAVE BEEN OBTAINED TO PERMIT CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREIN.
(H)
SELLERS SHALL DELIVER TO PURCHASER A CERTIFICATE WITH SUPPORTING
REPORTS SATISFACTORY TO PURCHASER THAT SHALL DOCUMENT THAT THE COMPANIES,
COMBINED (WITHOUT DUPLICATION, IN THE CASE OF SUBSIDIARIES) HAVE, AS OF THE
CLOSING DATE A NET BOOK VALUE OF AT LEAST
THIRTY-EIGHT MILLION THREE HUNDRED
THOUSAND AND NO/100 DOLLARS ($38,300,000.00), NET WORKING CAPITAL (CURRENT
ASSETS LESS CURRENT LIABILITIES, EXCLUDING CURRENT MATURITIES OF LONG-TERM DEBT)
OF AT LEAST THREE MILLION NINE HUNDRED TEN THOUSAND AND NO/100 DOLLARS
($3,910,000.00) REMAINING AFTER THE DISTRIBUTION REFERENCED IN SECTION 2.8(I),
AND LONG TERM LIABILITIES (INCLUSIVE OF LONG TERM DEBT AND DEFERRED INCOME AND
OTHER TAXES) OF NO MORE THAN FOURTEEN MILLION EIGHT HUNDRED SEVENTY THOUSAND AND
NO/100 DOLLARS ($14,870,000.00).
(I)
PURCHASER SHALL HAVE RECEIVED PHASE I REPORTS AND ANY RECOMMENDED
FOLLOW-UP REPORTS AS TO ALL IMMOVABLE PROPERTY OF ANY COMPANY AND NONE OF SUCH
REPORTS SHALL IDENTIFY ANY CONDITIONS UNACCEPTABLE TO PURCHASER IN ITS SOLE
DISCRETION.
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9.3
CONDITIONS TO OBLIGATIONS OF SELLERS.
The obligation of Sellers to consummate the Closing is subject to the
satisfaction of the following further conditions:
(A)
(1) PURCHASER SHALL HAVE PERFORMED IN ALL RESPECTS ALL OF ITS
OBLIGATIONS HEREUNDER REQUIRED TO BE PERFORMED BY IT AT OR PRIOR TO THE CLOSING
DATE, AND (2) THE REPRESENTATIONS AND WARRANTIES OF PURCHASER CONTAINED IN THIS
AGREEMENT AND IN ANY CERTIFICATE OR OTHER WRITING DELIVERED BY PURCHASER
PURSUANT HERETO SHALL BE TRUE IN ALL RESPECTS AT AND AS OF THE CLOSING DATE, AS
IF MADE AT AND AS OF