OF THE ASSUMED LIABILITIES AS AND WHEN DUE; AND (B) ANY BREACH OF ANY
REPRESENTATION OR WARRANTY OF PURCHASER CONTAINED HEREIN.
6.4.
NOTICE AND OPPORTUNITY TO DEFEND.
EACH PARTY AGREES TO GIVE THE
OTHER PARTY PROMPT WRITTEN NOTICE OF ANY POTENTIAL CLAIM UNDER THIS SECTION 6
AND, IF SUCH POTENTIAL CLAIM ARISES OUT OF A CLAIM OR DEMAND OF A THIRD PARTY,
AGREES TO GIVE THE OTHER PARTY FULL OPPORTUNITY, AT ITS EXPENSES, TO DEFEND
AGAINST SUCH THIRD PARTY CLAIM OR DEMAND.
6.5.
LIMITATION ON INDEMNIFICATION.
THE OBLIGATIONS OF SELLERS TO
INDEMNIFY, SAVE AND HOLD HARMLESS PURCHASER FROM AND AGAINST DAMAGES PURSUANT TO
THIS SECTION 6 SHALL AT ALL TIMES
19
AND IN ALL EVENTS BE LIMITED TO AN AGGREGATE AMOUNT EQUAL TO $2,000,000 PLUS THE
AMOUNT OF ROYALTY PAYMENTS THAT HAVE BEEN PAID, OR ARE DUE AND PAYABLE, TO
SELLERS HEREUNDER.
IN ADDITION, NEITHER SELLER WILL HAVE ANY LIABILITY (FOR
INDEMNIFICATION OR OTHERWISE) UNDER THIS SECTION 6 UNTIL THE AGGREGATE AMOUNT OF
ALL DAMAGES ACTUALLY INCURRED OR SUFFERED BY PURCHASER HEREUNDER EXCEEDS $50,000
(THE "THRESHOLD AMOUNT") AND THEN ONLY FOR THE AMOUNT OF THE DAMAGES EXCEEDING
THE THRESHOLD AMOUNT.
7.
CONDITIONS TO CLOSING.
7.1.
CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.
THE
RESPECTIVE OBLIGATIONS OF EACH PARTY TO EFFECT THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL BE SUBJECT TO THE SATISFACTION AT OR PRIOR TO THE CLOSING OF THE
FOLLOWING CONDITIONS:
(A)
STOCKHOLDER APPROVALS.
THE STOCKHOLDER APPROVALS SHALL HAVE
BEEN OBTAINED.
(B)
NO ORDER.
NO GOVERNMENTAL AUTHORITY (INCLUDING A FEDERAL OR
STATE COURT) OF COMPETENT JURISDICTION SHALL HAVE ENACTED, ISSUED, PROMULGATED,
ENFORCED OR ENTERED ANY STATUTE, RULE, REGULATION, EXECUTIVE ORDER, DECREE,
INJUNCTION OR OTHER ORDER (WHETHER TEMPORARY, PRELIMINARY OR PERMANENT) WHICH IS
IN EFFECT AND HAVING THE EFFECT OF MAKING THE TRANSACTIONS CONTEMPLATED HEREBY
ILLEGAL OR OTHERWISE PROHIBITING OR MATERIALLY RESTRICTING CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT THE PARTIES SHALL USE
THEIR REASONABLE BEST EFFORTS TO CAUSE ANY SUCH DECREE, JUDGMENT, INJUNCTION OR
OTHER ORDER TO BE VACATED OR LIFTED.
(C)
REQUIRED CONSENTS.
ALL OF THE REQUIRED CONSENTS SHALL HAVE
BEEN OBTAINED.
7.2.
CONDITIONS TO OBLIGATIONS OF PURCHASER.
THE OBLIGATIONS OF
PURCHASER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE SUBJECT TO
THE SATISFACTION AT OR PRIOR TO THE CLOSING OF THE FOLLOWING ADDITIONAL
CONDITIONS, UNLESS WAIVED IN WRITING BY PURCHASER:
(A)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES OF THE SELLERS SHALL BE TRUE AND CORRECT IN ALL RESPECTS (WITHOUT
GIVING EFFECT TO ANY LIMITATION AS TO "MATERIALITY" OR "MATERIAL ADVERSE EFFECT"
OR ANY SIMILAR LIMITATION SET FORTH THEREIN), AS OF DATE HEREOF, AND EXCEPT TO
THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES SPEAK AS OF AN EARLIER DATE, AS
OF THE CLOSING DATE AS THOUGH MADE AT AND AS OF THE CLOSING.
(B)
PERFORMANCE OF OBLIGATIONS OF THE SELLERS.
SELLERS SHALL HAVE
PERFORMED IN ALL MATERIAL RESPECTS ALL OBLIGATIONS REQUIRED TO BE PERFORMED BY
THEM UNDER THIS AGREEMENT AT OR PRIOR TO THE CLOSING.
(C)
NO
MATERIAL ADVERSE EFFECT.
NO MATERIAL ADVERSE EFFECT
SHALL