ASSETS
TO BUYER PURSUANT TO THIS AGREEMENT, AND THE ANCILLARY AGREEMENTS.
(J)
PRELIMINARY FIXED ASSET AND INVENTORIES STATEMENT.
SELLER SHALL
HAVE EXECUTED AND DELIVERED TO BUYER THE PRELIMINARY FIXED ASSET AND INVENTORIES
STATEMENT AND A STATEMENT INDICATING THE PRELIMINARY NET ASSET VALUE.
(K)
DELIVERY OF DOCUMENTS.
SELLER WILL HAVE DELIVERED TO BUYER THE
FOLLOWING DOCUMENTS:
(I)
THE ANCILLARY AGREEMENTS EXECUTED BY SELLER; AND
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(II)
ASSUMPTION INSTRUMENTS WITH REGARD TO THE ASSIGNED CONTRACTS AND
THE ASSUMED LICENSES.
(L)
NO ACTIONS.
NO ACTION, SUIT, OR PROCEEDING SHALL BE THREATENED
OR PENDING BEFORE ANY COURT OR QUASI-JUDICIAL OR ADMINISTRATIVE AGENCY OF ANY
NON-U.S. OR ANY U.S. FEDERAL, STATE OR LOCAL JURISDICTION OR BEFORE ANY
ARBITRATOR WHEREIN AN UNFAVORABLE INJUNCTION, JUDGMENT, ORDER, DECREE, RULING,
OR CHARGE WOULD, IF SUCCESSFUL, (A) PREVENT CONSUMMATION OF ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR (B) RESULT IN A MATERIAL ADVERSE
EFFECT TO THE BUSINESS OR THE PURCHASED ASSETS.
7.2
CONDITIONS TO SELLER'S OBLIGATIONS.
THE OBLIGATIONS OF SELLER
HEREUNDER ARE SUBJECT TO THE FULFILLMENT OR SATISFACTION ON, AND AS OF THE
CLOSING, OF EACH OF THE FOLLOWING CONDITIONS (ANY ONE OR MORE OF WHICH MAY BE
WAIVED BY SELLER, BUT ONLY IN WRITING SIGNED BY SELLER):
(A)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES OF PARENT AND BUYER SET FORTH IN ARTICLE IV THAT ARE QUALIFIED AS TO
MATERIALITY OR MATERIAL ADVERSE EFFECT, OR IN SECTIONS 4.1, 4.2 OR 4.3 SHALL BE
TRUE AND CORRECT, AND THOSE THAT ARE NOT SO QUALIFIED SHALL BE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS, IN EACH CASE AS OF THE DATE OF THIS AGREEMENT, AND AS
OF THE CLOSING WITH THE SAME FORCE AND EFFECT AS IF MADE ON AND AS OF THE
CLOSING (EXCEPT TO THE EXTENT EXPRESSLY MADE AS OF A PARTICULAR DATE, IN WHICH
CASE AS OF SUCH DATE).
(B)
COVENANTS.
PARENT AND BUYER SHALL HAVE PERFORMED OR COMPLIED IN
ALL MATERIAL RESPECTS WITH ALL AGREEMENTS AND COVENANTS REQUIRED BY THIS
AGREEMENT TO BE PERFORMED OR COMPLIED WITH BY THEM ON OR PRIOR TO THE CLOSING.
(C)
CLOSING CERTIFICATE.
PARENT SHALL HAVE DELIVERED TO SELLER AN
OFFICER'S CERTIFICATE TO THE EFFECT THAT EACH OF THE CONDITIONS SPECIFIED ABOVE
IN SECTION 7.2(A) AND 7.2(B) IS SATISFIED IN ALL RESPECTS.
(D)
BOARD OF DIRECTORS.
SELLER SHALL HAVE RECEIVED A CERTIFIED COPY
OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF BUYER APPROVING THIS AGREEMENT,
THE SALE AND TRANSFER OF THE PURCHASED ASSETS TO BUYER, AND THE ANCILLARY
AGREEMENTS.
(E)
PURCHASE PRICE.
SELLER SHALL HAVE RECEIVED THE PURCHASE PRICE AND
THE GST TAX AMOUNT.
(F)
DELIVERY OF DOCUMENTS.
BUYER WILL HAVE DELIVERED TO SELLER THE
FOLLOWING DOCUMENTS:
(I)
THE ASSUMPTION INSTRUMENTS, THE TRANSITION SERVICE AGREEMENT, THE
ESCROW AGREEMENT AND THE EMPLOYEE SECONDMENT AGREEMENT; AND
(II)
ASSUMPTION INSTRUMENTS WITH REGARD TO THE ASSIGNED CONTRACTS AND
THE ASSUMED LICENSES.
(G)
MATERIAL ADVERSE EFFECT.
THERE SHALL NOT HAVE BEEN A MATERIAL
ADVERSE EFFECT ON PARENT OR BUYER, TAKEN AS A WHOLE, NOR SHALL THERE HAVE
OCCURRED ANY EVENT OR
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