CORPORATION SHALL INDEMNIFY AND HOLD HARMLESS THE PRESENT AND
FORMER OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF THE COMPANY (COLLECTIVELY,
"COMPANY INDEMNITEES") IN RESPECT OF ACTS AND OMISSIONS OCCURRING ON OR PRIOR TO
THE EFFECTIVE TIME TO THE EXTENT REQUIRED BY THE COMPANY'S CERTIFICATE OF
INCORPORATION AND BYLAWS IN EFFECT ON THE DATE HEREOF OR UNDER ANY
INDEMNIFICATION AGREEMENT BETWEEN SUCH PERSON AND THE COMPANY IN EFFECT ON THE
DATE HEREOF; PROVIDED, HOWEVER, THAT NONE OF THE SURVIVING CORPORATION OR ITS
AFFILIATES SHALL BE REQUIRED TO INDEMNIFY AND HOLD HARMLESS ANY COMPANY
INDEMNITEE IN RESPECT OF ANY CLAIM BROUGHT BY A PARENT INDEMNIFIED PARTY AGAINST
THE FORMER COMPANY STOCKHOLDERS PURSUANT TO THE TERMS OF THIS AGREEMENT.
SECTION 8.6.
EAST HARTFORD FACILITY.
THE
FORMER COMPANY STOCKHOLDERS SHALL PAY, ON A SEVERAL BASIS (BUT NOT JOINT), ALL
REASONABLE THIRD-PARTY COSTS, FEES AND EXPENSES INCURRED IN CONNECTION WITH
OBTAINING THE ENVIRONMENTAL LAND USE RESTRICTION AT THE COMPANY'S EAST HARTFORD
FACILITY.
ARTICLE IX.
CONDITIONS TO MERGER
SECTION 9.1.
CONDITIONS TO EACH PARTY'S
OBLIGATION TO EFFECT THE MERGER.
THE RESPECTIVE OBLIGATIONS OF EACH PARTY TO
THIS AGREEMENT TO EFFECT THE MERGER SHALL BE SUBJECT TO THE SATISFACTION PRIOR
TO THE CLOSING DATE OF THE FOLLOWING CONDITIONS:
(A)
STOCKHOLDER APPROVAL.
THE STOCKHOLDER
APPROVAL SHALL HAVE BEEN OBTAINED IN ACCORDANCE WITH DGCL AND THE COMPANY'S
CERTIFICATE OF INCORPORATION AND BYLAWS.
(B)
APPROVALS.
ALL AUTHORIZATIONS, CONSENTS,
ORDERS OR APPROVALS OF, OR DECLARATIONS OR FILINGS WITH, OR EXPIRATIONS OF
WAITING PERIODS (AND ANY EXTENSIONS THEREOF) IMPOSED BY, ANY GOVERNMENTAL ENTITY
OR THIRD PARTY, SET FORTH ON SCHEDULE 9.1(B) OF THE DISCLOSURE SCHEDULES, SHALL
HAVE BEEN FILED, OCCURRED OR BEEN OBTAINED (AND SHALL NOT HAVE BEEN REVOKED).
44
(C)
NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY.
NO TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT INJUNCTION OR OTHER
ORDER OR JUDGMENT ISSUED BY ANY COURT OF COMPETENT JURISDICTION PREVENTING OR
RESTRICTING THE CONSUMMATION OF THE MERGER SHALL HAVE BEEN ISSUED; NOR SHALL ANY
SUIT, ACTION, OR OTHER PROCEEDING BY ANY GOVERNMENTAL ENTITY HAVE BEEN
INSTITUTED THAT SEEKS AN ACTION OF DIVESTITURE; NOR SHALL THERE BE ANY ACTION
TAKEN, OR ANY STATUTE, LAW, RULE, REGULATION OR ORDER ENACTED, ENTERED, ENFORCED
OR DEEMED APPLICABLE TO THE MERGER WHICH MAKES THE CONSUMMATION OF THE MERGER
ILLEGAL.
SECTION 9.2.
ADDITIONAL CONDITIONS TO
OBLIGATIONS OF PARENT AND MERGER SUB.
THE OBLIGATIONS OF PARENT AND MERGER SUB
TO EFFECT THE MERGER ARE SUBJECT TO THE SATISFACTION OF EACH OF THE FOLLOWING
CONDITIONS, ANY OF WHICH MAY BE WAIVED IN WRITING EXCLUSIVELY BY PARENT:
(A)
PERFORMANCE OF OBLIGATIONS OF THE COMPANY.
THE COMPANY SHALL HAVE PERFORMED IN ALL MATERIAL RESPECTS ALL OBLIGATIONS
REQUIRED TO BE PERFORMED BY IT UNDER THIS AGREEMENT AT OR PRIOR TO THE CLOSING
DATE; AND PARENT SHALL HAVE RECEIVED A CERTIFICATE SIGNED ON BEHALF OF THE
COMPANY BY THE CHIEF EXECUTIVE OFFICER OF THE COMPANY TO SUCH EFFECT.
(B)
REPRESENTATIONS AND WARRANTIES.
THE
COMPANY'S REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT MUST BE TRUE AND
CORRECT IN ALL MATERIAL
RESPECTS (EXCEPT REPRESENTATIONS WHICH, AS WRITTEN, ARE
ALREADY QUALIFIED