THE
COMPANY IN ARTICLE VI OF THIS AGREEMENT, SHALL EACH BE TRUE, CORRECT AND
ACCURATE, IN ALL MATERIAL RESPECTS ON, AS OF, AND WITH RESPECT TO, THE CLOSING
DATE, WITH THE SAME FORCE AND EFFECT AS THOUGH THEY HAD BEEN MADE AS OF THE
CLOSING DATE, EXCEPT THOSE QUALIFIED BY MATERIALITY OR MATERIAL ADVERSE EFFECT
WHICH SHALL BE TRUE AND CORRECT IN ALL RESPECTS.
10.2.
COMPLIANCE WITH OBLIGATIONS.
STOCKHOLDERS AND THE COMPANY SHALL
HAVE PERFORMED AND COMPLIED WITH, IN ALL MATERIAL RESPECTS, ALL OF THEIR
RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT, WHICH ARE TO BE PERFORMED OR
COMPLIED WITH BY THEM PRIOR TO OR ON THE CLOSING DATE, AS THE CASE MAY BE.
10.3.
CLOSING CERTIFICATE.
BUYER SHALL HAVE BEEN FURNISHED WITH A
CERTIFICATE OF STOCKHOLDERS, GRANDI AND THE COMPANY, DATED AS OF THE CLOSING
DATE, CERTIFYING COMPLIANCE WITH THE APPLICABLE PROVISIONS OF SECTIONS 10.1 AND
10.2.
10.4.
CONSENTS.
STOCKHOLDERS OR GRANDI SHALL HAVE OBTAINED ALL CONSENTS
LISTED ON SCHEDULE 10.4.
10.5.
HSR ACT.
THE WAITING PERIOD UNDER THE HSR ACT SHALL HAVE EXPIRED OR
BEEN EARLIER TERMINATED.
10.6.
RESIGNATIONS.
BUYER SHALL HAVE RECEIVED RESIGNATIONS DATED THE
CLOSING DATE DULY EXECUTED BY ALL DIRECTORS OF THE COMPANY.
10.7.
TRANSFER DOCUMENTS.
BUYER SHALL HAVE RECEIVED GOOD AND SUFFICIENT
INSTRUMENTS AND DOCUMENTS DATED AS OF THE CLOSING DATE AS SHALL BE NECESSARY AND
EFFECTIVE TO CONVEY,
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TRANSFER AND ASSIGN TO, AND VEST IN BUYER ALL OF STOCKHOLDERS' RIGHT, TITLE AND
INTEREST IN AND TO THE STOCK, FREE AND CLEAR OF ALL ENCUMBRANCES.
10.8.
MATERIAL ADVERSE EFFECT.
THERE SHALL NOT HAVE BEEN ANY MATERIAL
ADVERSE EFFECT FROM JANUARY 1, 2005 TO THE CLOSING DATE.
10.9.
ANCILLARY AGREEMENTS.
BUYER SHALL HAVE RECEIVED (A) THE LEASES DULY
EXECUTED BY THE STOCKHOLDERS OR AFFILIATES OF STOCKHOLDERS, AS APPLICABLE, AND
(B) THE ESCROW AGREEMENT DULY EXECUTED BY STOCKHOLDERS AND GRANDI.
10.10.
INCUMBENCY CERTIFICATE.
BUYER SHALL HAVE RECEIVED AN INCUMBENCY
CERTIFICATE FOR THE OFFICERS OF THE COMPANY AND THE TRUSTEES OF THE STOCKHOLDERS
DATED AS OF THE CLOSING DATE, INCLUDING SPECIMEN SIGNATURES.
10.11.
RESOLUTIONS.
BUYER SHALL HAVE RECEIVED A COPY OF ALL RESOLUTIONS
ADOPTED BY (A) THE TRUSTEES OF THE STOCKHOLDERS RELATING TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, AND (B) THE COMPANY'S BOARD OF DIRECTORS
RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, CERTIFIED ON THE
CLOSING DATE TO BE COMPLETE AND CORRECT BY THE SECRETARY OF THE COMPANY.
10.12.
GOOD STANDING CERTIFICATE.
BUYER SHALL HAVE RECEIVED A GOOD STANDING
CERTIFICATE FOR THE COMPANY DATED NOT MORE THAN FIVE (5) BUSINESS DAYS PRIOR TO
THE CLOSING DATE ISSUED BY THE SECRETARY OF STATE OF DELAWARE.
10.13.
ABSENCE OF LITIGATION.
NO COURT ORDER OR REGULATION SHALL BE IN
EFFECT THAT RESTRAINS OR PROHIBITS THE TRANSACTIONS CONTEMPLATED HEREBY OR THAT
WOULD LIMIT OR ADVERSELY AFFECT BUYER'S ABILITY TO ACQUIRE THE STOCK AND THERE
SHALL NOT HAVE BEEN THREATENED, NOR SHALL THERE BE PENDING, ANY ACTION OR
PROCEEDING BY OR BEFORE ANY GOVERNMENTAL AUTHORITY (I) CHALLENGING ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR SEEKING MONETARY RELIEF BY REASON OF