SIMILAR LAWS IN EFFECT WHICH AFFECT THE ENFORCEMENT OF CREDITORS'
RIGHTS GENERALLY OR (B) GENERAL PRINCIPLES OF EQUITY, WHETHER CONSIDERED IN A
PROCEEDING AT LAW OR IN EQUITY.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY BUYER OF THIS AGREEMENT AND ALL
OTHER AGREEMENTS CONTEMPLATED HEREBY TO WHICH BUYER IS A PARTY, AND THE
FULFILLMENT OF AND COMPLIANCE WITH THE RESPECTIVE TERMS HEREOF AND THEREOF BY
BUYER, DO NOT AND SHALL NOT (I) CONFLICT WITH OR RESULT IN A BREACH OF THE
TERMS, CONDITIONS OR PROVISIONS OF, (II) CONSTITUTE A DEFAULT UNDER (WHETHER
WITH OR WITHOUT THE PASSAGE OF TIME, THE GIVING OF NOTICE OR BOTH), (III) GIVE
ANY THIRD PARTY THE RIGHT TO MODIFY, TERMINATE OR ACCELERATE ANY OBLIGATION
UNDER, (IV) RESULT IN A VIOLATION OF, OR (V) REQUIRE ANY AUTHORIZATION, CONSENT,
APPROVAL, EXEMPTION OR OTHER ACTION BY OR NOTICE OR DECLARATION TO, OR FILING
WITH, ANY GOVERNMENT ENTITY PURSUANT TO, (A) THE ORGANIZATIONAL DOCUMENTS OF
BUYER, (B) ANY LAW TO WHICH BUYER IS SUBJECT, OR (C) ANY MATERIAL AGREEMENT,
INSTRUMENT, ORDER, JUDGMENT OR DECREE TO WHICH BUYER IS SUBJECT.
4.3.
BROKERAGE.
THERE ARE NO CLAIMS FOR BROKERAGE COMMISSIONS, FINDERS' FEES
OR SIMILAR COMPENSATION IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT BASED ON ARRANGEMENT OR AGREEMENT TO WHICH BUYER IS A PARTY OR TO
WHICH BUYER IS SUBJECT FOR WHICH SELLER COULD BECOME LIABLE OR OBLIGATED.
4.4.
LITIGATION, ETC.
THERE ARE NO ACTIONS, SUITS, PROCEEDINGS (INCLUDING ANY
ARBITRATION PROCEEDINGS), ORDERS, INVESTIGATIONS OR CLAIMS PENDING OR, TO THE
KNOWLEDGE OF BUYER, THREATENED AGAINST OR AFFECTING BUYER IN WHICH IT IS SOUGHT
TO RESTRAIN OR PROHIBIT OR TO OBTAIN DAMAGES OR OTHER RELIEF IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED HEREBY.
30
Article V
Closing Deliveries
5.1.
DELIVERIES BY THE COMPANY AND SELLER.
AT THE CLOSING, IN ADDITION TO THE
ITEMS SPECIFIED IN SECTION 1.5(B)(I), THE COMPANY AND SELLER SHALL DELIVER TO
BUYER THE FOLLOWING:
(A)
OPINIONS OF THE COMPANY AND SELLER'S COUNSEL.
AN OPINION FROM BRACEWELL &
GIULIANI, COUNSEL FOR THE SELLER, AND AN OPINION FROM PARSONS BEHLE & LATIMER,
COUNSEL FOR THE COMPANY WITH RESPECT TO THE MATTERS SET FORTH IN EXHIBIT E,
WHICH SHALL BE ADDRESSED TO BUYER, DATED AS OF THE CLOSING DATE AND PERMIT
RELIANCE THEREON BY ANY FUTURE LENDER TO THE BUYER.
(B)
CONSENTS AND APPROVALS.
ALL PERMITS, AUTHORIZATIONS, CONSENTS AND
APPROVALS REQUIRED TO BE OBTAINED BY THE COMPANY AND SELLER TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (THE "CONSENTS") AS SET FORTH ON
SCHEDULE 2.4.
(C)
EMPLOYMENT AGREEMENTS.
AN EMPLOYMENT AGREEMENT WITH EACH OF THE EMPLOYEES
SET FORTH ON SCHEDULE 5.1(C), SUBSTANTIALLY IN THE FORM AND SUBSTANCE AS EXHIBIT
F (THE "EMPLOYMENT AGREEMENTS).
(D)
TRANSITION SERVICES AGREEMENT.
A TRANSITION SERVICES AGREEMENT BETWEEN
THE SELLER, THE COMPANY AND THE BUYER SUBSTANTIALLY IN THE FORM AND SUBSTANCE AS
EXHIBIT G ("TRANSITION SERVICES AGREEMENT").
(E)
LICENSE AGREEMENT.
A LICENSE AGREEMENT BETWEEN THE SELLER AND THE COMPANY
SUBSTANTIALLY IN THE FORM AND SUBSTANCE AS EXHIBIT H ("LICENSE AGREEMENT").
(F)
PRIOR STOCK PURCHASE AGREEMENT.
AN ASSIGNMENT AGREEMENT