SHALL BE TRUE AND CORRECT AT AND AS OF
THE CLOSING DATE WITH THE SAME FORCE AND EFFECT AS THOUGH MADE AT AND AS OF THAT
TIME EXCEPT (I) FOR CHANGES SPECIFICALLY PERMITTED BY OR DISCLOSED ON ANY
SCHEDULE TO THIS AGREEMENT, AND (II) THAT THOSE REPRESENTATIONS AND WARRANTIES
WHICH ADDRESS MATTERS ONLY AS OF A PARTICULAR DATE SHALL REMAIN TRUE AND CORRECT
AS OF SUCH DATE.
THE OBLIGATIONS OF SELLERS TO BE PERFORMED ON OR BEFORE THE
CLOSING DATE PURSUANT TO THE TERMS OF THIS AGREEMENT SHALL HAVE BEEN DULY AND
FULLY PERFORMED IN ALL MATERIAL RESPECTS OR WAIVED BY BUYERS IN WRITING ON OR
BEFORE THE CLOSING DATE.
SINCE THE DATE OF THIS AGREEMENT, THERE SHALL NOT
HAVE OCCURRED ANY CHANGE OR EVENT THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAS
HAD OR WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE
BUSINESS, WHICH CHANGE OR EVENT IS CONTINUING OR IS HAVING A CONTINUING IMPACT.
B)
NO ADVERSE CHANGE OR DESTRUCTION OF
PROPERTY.
BETWEEN THE DATE HEREOF AND THE CLOSING DATE, (I) THERE SHALL HAVE
BEEN NO ADVERSE CHANGE IN THE BUSINESS OF THE SELLERS OR THE ACQUIRED COMPANIES,
AND (II) THERE SHALL HAVE BEEN NO ADVERSE FEDERAL, STATE OR LOCAL LEGISLATIVE OR
REGULATORY CHANGE AFFECTING IN ANY RESPECT THE ACQUIRED COMPANIES OR THEIR
ASSETS.
C)
CERTIFICATE OF SELLERS.
THE SELLERS SHALL
HAVE DELIVERED TO BUYERS (A) COPIES OF THE ACQUIRED COMPANIES' ARTICLES OF
INCORPORATION, BYLAWS OR OTHER CHARTER DOCUMENTS AS IN EFFECT IMMEDIATELY PRIOR
TO THE CLOSING DATE, AND (B) A CERTIFICATE SHALL BE VALIDLY EXECUTED ON BEHALF
OF SELLERS BY APPROPRIATE EXECUTIVE OFFICERS OF SELLERS CERTIFYING THAT THE
CONDITIONS SPECIFIED IN ARTICLE VI, ARTICLE VII AND SECTION 8.1 HAVE BEEN
SATISFIED.
D)
NO ADVERSE LITIGATION.
THERE SHALL NOT BE
PENDING OR THREATENED ANY ACTION OR PROCEEDING BY OR BEFORE ANY COURT OR OTHER
GOVERNMENTAL BODY WHICH SHALL SEEK TO RESTRAIN, PROHIBIT, INVALIDATE OR COLLECT
DAMAGES ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND WHICH, IN THE
JUDGMENT OF BUYERS, MAKES IT INADVISABLE TO PROCEED WITH THE TRANSACTIONS.
E)
NO DEFAULT OR BREACH OF CONTRACT.
THERE
SHALL NOT BE PENDING OR THREATENED ANY CLAIM THAT EITHER OF THE ACQUIRED
COMPANIES IS IN DEFAULT ON ANY CONTRACT, AND NO
30
CONDITION EXISTS THAT WITH NOTICE OR LAPSE OF TIME OR OTHERWISE WOULD CONSTITUTE
A DEFAULT UNDER ANY CONTRACT.
F)
DELIVERIES.
ALL OF THE DELIVERIES
CONTEMPLATED BY SECTION 8.2 HAVE BEEN MADE.
Section 8.2
Closing Deliveries by the
Sellers.
At the Closing, the Sellers shall have delivered to the Buyers, in
proper form for recording when appropriate.
A)
EVIDENCE OF AUTHORITY.
EVIDENCE OF THE
AUTHORITY OF EACH PERSON EXECUTING THE AGREEMENT AND ANY TRANSACTION DOCUMENT ON
BEHALF OF THE SELLERS AND EVIDENCE OF AUTHORITY AND POWER OF EACH OF THE SELLERS
TO ENTER INTO THE AGREEMENT AND ANY TRANSACTION DOCUMENT AND PERFORM ITS
OBLIGATIONS THEREUNDER AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED THEREBY, IN
EACH CASE IN FORM AND SUBSTANCE SATISFACTORY TO THE BUYERS;
B)
APPROVAL OF TRANSACTIONS.