(OR NOT) OF ANY LIENS, ENCUMBRANCES OR
RESTRICTIONS ON TRANSFERABILITY ON OR WITH RESPECT TO SUCH PROPERTY IN FAVOR OF
ANY ENTITY OTHER THAN PURCHASER OR ITS LENDERS;
(2)
PURCHASER SHALL HAVE RECEIVED ALL NECESSARY
CONSENTS, PAYOFF LETTERS, LIEN RELEASES AND TERMINATION STATEMENTS FROM ITS
CREDITORS PERMITTING IT TO CONSUMMATE THE TERMINATION OPTION;
(3)
PURCHASER SHALL HAVE RECEIVED IN
IMMEDIATELY AVAILABLE FUNDS THE PURCHASE PRICE FOR THE TERMINATION OPTION AND
ALL FEES AND COSTS (INCLUDING ATTORNEY'S FEES) INCURRED BY PURCHASER IN
CONNECTION WITH THE TERMINATION OPTION;
(4)
NO ACTION, SUIT, OR PROCEEDING SHALL BE
PENDING OR THREATENED BEFORE ANY COURT OR QUASI-JUDICIAL OR ADMINISTRATIVE
AGENCY OF ANY FEDERAL, STATE, LOCAL, OR FOREIGN JURISDICTION OR BEFORE ANY
ARBITRATOR WHEREIN AN UNFAVORABLE INJUNCTION, JUDGMENT, ORDER, DECREE, RULING,
OR CHARGE WOULD (Y) PREVENT CONSUMMATION OF THE TERMINATION OPTION OR (Z) CAUSE
THE TERMINATION OPTION TO BE RESCINDED FOLLOWING CONSUMMATION; AND
(5)
PURCHASER SHALL HAVE RECEIVED SUCH OTHER
CERTIFICATES, INSTRUMENTS, DOCUMENTS OR AGREEMENTS AS IT MAY REASONABLY REQUEST.
12.
JOINDER.
A SUBSIDIARY OF THE SELLER PARENT
MAY JOIN AS A SELLER UNDER THIS AGREEMENT UPON SATISFACTION OF THE FOLLOWING
CONDITIONS (AND UPON THE SATISFACTION OF SUCH CONDITIONS, SUCH SUBSIDIARY SHALL
BE A "SELLER" FOR ALL PURPOSES UNDER THIS AGREEMENT AND THE TRANSACTION
DOCUMENTS):
(A)
THE TERMINATION DATE SHALL NOT HAVE
OCCURRED.
(B)
PURCHASER SHALL HAVE RECEIVED A JOINDER
AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO PURCHASER THAT IS
DULY EXECUTED BY SUCH SUBSIDIARY AND PURSUANT TO WHICH SUCH SUBSIDIARY SHALL
JOIN AS A PARTY TO EACH OF THE TRANSACTION DOCUMENTS.
(C)
PURCHASER SHALL HAVE RECEIVED THE RESULTS
OF LIEN SEARCHES FOR SUCH SUBSIDIARY IN ALL JURISDICTIONS AS PURCHASER SHALL
REASONABLY REQUEST.
(D)
PURCHASER SHALL HAVE RECEIVED AN
AUTHORIZATION FROM SUCH SUBSIDIARY TO FILE SUCH UCC FINANCING STATEMENTS AS
PURCHASER MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO PERFECT AND MAINTAIN THE
INTERESTS OF PURCHASER IN THE PURCHASED ASSETS, AND PURCHASER SHALL HAVE MADE
SUCH FILINGS.
(E)
THERE SHALL NOT BE PENDING OR, TO THE BEST
KNOWLEDGE OF ANY SELLER, THREATENED, ANY LITIGATION, ACTION, CHARGE, CLAIM,
DEMAND, SUIT, PROCEEDING, PETITION,
24
GOVERNMENTAL INVESTIGATION, OR ARBITRATION BY, AGAINST, OR AFFECTING ANY SELLER
OR ANY OF ITS SUBSIDIARIES OR ANY PROPERTY OF SUCH SELLER OR ANY OF ITS
SUBSIDIARIES, AND THERE SHALL HAVE OCCURRED NO DEVELOPMENT IN ANY SUCH ACTION,
CHARGE, CLAIM, DEMAND, SUIT, PROCEEDING, PETITION, GOVERNMENTAL INVESTIGATION,
OR ARBITRATION THAT, IN EACH CASE, IN PURCHASER'S OPINION, WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(F)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS SHALL BE TRUE, CORRECT
AND COMPLETE IN ALL MATERIAL RESPECTS ON AND AS OF THE JOINDER DATE (EXCEPT TO
THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES SPECIFICALLY RELATE TO AN EARLIER
DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL HAVE BEEN TRUE,
CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS ON AND AS OF SUCH EARLIER DATE).
(G)
EACH OF THE SELLERS SHALL HAVE PERFORMED IN
ALL MATERIAL RESPECTS ALL AGREEMENTS REQUIRED OF SUCH SELLER UNDER