NOTIFICATIONS OF GOVERNMENTAL AUTHORITIES, REGULATORY AGENCIES AND OTHER
ENTITIES REQUIRED TO BE MADE BY THE SELLER ENTITIES IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PERFORMANCE OF THE TRANSACTIONS
CONTEMPLATED HEREBY IN CONNECTION WITH THE CLOSING AND THE CONTINUED OPERATION
OF THE BUSINESS BY BUYER SUBSEQUENT TO THE CLOSING; AND (II) SHALL HAVE RECEIVED
ALL AUTHORIZATIONS, WAIVERS, CONSENTS AND PERMITS, INCLUDING ALL OF THOSE SET
FORTH ON SCHEDULE 6.2 AND ALL REQUIRED CONSENTS [BUYER TO PROVIDE SCHEDULE AT
EXECUTION](21), IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO BUYER, FROM ALL
THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, APPLICABLE GOVERNMENTAL
AUTHORITIES, REGULATORY AGENCIES, LESSORS, LENDERS AND CONTRACT PARTIES,
REQUIRED TO PERMIT THE CONTINUATION OF THE BUSINESS AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN CONNECTION WITH THE CLOSING,
INCLUDING THE TRANSFER TO BUYER OF THE BUSINESS AND TRANSFERRED ASSETS AND TO
AVOID A BREACH, DEFAULT, TERMINATION, ACCELERATION OR MODIFICATION OF ANY
MATERIAL CONTRACT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER
ENTITIES SHALL HAVE DELIVERED TO BUYER COPIES OF ALL CONSENTS AND NOTICES
REQUIRED UNDER ANY TRANSFERRED CONTRACT OR APPROVALS.
(E)
CERTIFICATE FROM OFFICERS AND MANAGEMENT TEAM. EACH SELLER ENTITY
SHALL HAVE DELIVERED TO BUYER A CERTIFICATE OF AN AUTHORIZED OFFICER (WHICH MAY
BE A MEMBER OF THE MANAGEMENT TEAM) AND OF BOTH MEMBERS OF THE MANAGEMENT TEAM,
DATED AS OF THE CLOSING TO THE EFFECT THAT THE STATEMENTS SET FORTH IN
PARAGRAPHS (A), (B), (C) AND (D) ABOVE IN THIS SECTION 9.1 ARE TRUE AND CORRECT.
(F)
EMPLOYMENT MATTERS. OF THE SECOND TERRITORY EMPLOYEES IDENTIFIED
ON SCHEDULE 9.1(F), ALL OF THOSE EMPLOYEES IDENTIFIED AS A "CRITICAL EMPLOYEE"
ON SCHEDULE 9.1(F) AND THE REQUISITE PERCENTAGE(AS SET FORTH ON SCHEDULE 9.1(F))
OF ALL OTHER SECOND TERRITORY EMPLOYEES
(21)
See earlier comments in footnote 10.
51
IDENTIFIED ON SCHEDULE 9.1(F) SHALL HAVE ACCEPTED BUYERS' OFFER OF EMPLOYMENT AS
SET FORTH ON SUCH.(22)
(G)
TRANSFERRED ASSETS. THE SELLER ENTITIES SHALL HAVE DELIVERED TO
BUYER THE TRANSFERRED ASSETS, INCLUDING ALL MATERIAL CONTRACTS, LICENSES AND
LEASES PURSUANT TO A BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT IN THE
FORM ATTACHED HERETO AS EXHIBIT B (THE "ASSIGNMENT AND ASSUMPTION AGREEMENT").
(H)
OPINION OF COUNSEL. BUYER SHALL HAVE RECEIVED FROM [COUNSEL TO
EACH SELLER ENTITY APPROPRIATE TO OPINE ON CUSTOMARY LEGAL MATTERS], COUNSEL TO
THE SELLER ENTITIES, OPINIONS AS OF THE CLOSING DATE, IN THE FORMS ATTACHED
HERETO AS EXHIBITS C-1 AND C-2, RESPECTIVELY.
(I)
INVESTOR RIGHTS AGREEMENT. EACH SELLER ENTITY AND MEMBER OF THE
MANAGEMENT TEAM WHO IS RECEIVING COMMON STOCK AS PARTIAL PAYMENT OF THE PURCHASE
PRICE SHALL HAVE EACH (TO THE EXTENT EACH SUCH PERSON OR ENTITY IS NOT ALREADY A
PARTY TO SUCH AGREEMENT) EXECUTED AND DELIVERED TO THE BUYER AN INSTRUMENT OF
ACCESSION TO THE INVESTOR RIGHTS AGREEMENT IN THE FORM ATTACHED HERETO AS
EXHIBIT D (THE "INVESTOR RIGHTS AGREEMENT") AND SUCH INVESTOR RIGHTS AGREEMENT
SHALL BE IN FULL FORCE AND EFFECT.
(J)
FINANCIAL INFORMATION. THE AUDIT ACCOUNTANTS SHALL NOT HAVE
INFORMED THE BUYER THAT THE AUDIT