THE COMPANY SHALL
COMPLY WITH THE INDUSTRIAL SITE RECOVERY ACT, NJSA 13:1K-1 ET. SEQ., IN
CONNECTION WITH SALE OF THE COMPANY SHARES PURSUANT TO THIS AGREEMENT.
7.7
ADDITIONAL DOCUMENTS.
EACH OF THE FOLLOWING
DOCUMENTS MUST HAVE BEEN DELIVERED TO BUYER:
(A)
AN OPINION OF GIORDANO HALLERAN & CIESLA,
P.C., DATED AS OF THE CLOSING DATE, IN THE FORM SET FORTH ON EXHIBIT 7.7(A); AND
(B)
SUCH OTHER DOCUMENTS AS BUYER MAY REASONABLY
REQUEST FOR THE PURPOSE OF (I) EVIDENCING THE ACCURACY OF ANY OF THE SELLERS'
REPRESENTATIONS AND WARRANTIES, (II) EVIDENCING THE PERFORMANCE BY THE SELLERS,
PARENT AND THE COMPANY OF, OR THE COMPLIANCE BY THE SELLERS, PARENT AND THE
COMPANY WITH, ANY COVENANT OR OBLIGATION REQUIRED TO BE PERFORMED OR COMPLIED
WITH BY THE SELLERS AND THE COMPANY, AS APPLICABLE, (IV) EVIDENCING THE
SATISFACTION OF ANY CONDITION REFERRED TO IN THIS ARTICLE VII, OR (V) OTHERWISE
FACILITATING THE CONSUMMATION OR PERFORMANCE OF ANY OF THE CONTEMPLATED
TRANSACTIONS.
7.8
NO PROCEEDINGS.
SINCE THE DATE OF THIS
AGREEMENT, THERE MUST NOT HAVE BEEN COMMENCED OR THREATENED AGAINST BUYER, OR
AGAINST ANY PERSON AFFILIATED WITH BUYER, ANY PROCEEDING (A) INVOLVING ANY
CHALLENGE TO, OR SEEKING DAMAGES OR OTHER RELIEF IN CONNECTION WITH, ANY OF THE
CONTEMPLATED TRANSACTIONS, OR (B) THAT MAY HAVE THE EFFECT OF PREVENTING,
DELAYING, MAKING ILLEGAL, OR OTHERWISE INTERFERING WITH ANY OF THE CONTEMPLATED
TRANSACTIONS.
7.9
NO CLAIM REGARDING STOCK OWNERSHIP OR SALE
PROCEEDS.
THERE MUST NOT HAVE BEEN MADE OR THREATENED BY ANY PERSON ANY CLAIM
ASSERTING THAT SUCH PERSON (A) IS THE HOLDER OR THE BENEFICIAL OWNER OF, OR HAS
THE RIGHT TO ACQUIRE OR TO OBTAIN BENEFICIAL OWNERSHIP OF, ANY STOCK OF, OR ANY
OTHER VOTING, EQUITY, OR OWNERSHIP INTEREST IN, PARENT OR THE COMPANY, OR (B) IS
ENTITLED TO ALL OR ANY PORTION OF THE PURCHASE PRICE PAYABLE FOR THE PARENT
SHARES OR COMPANY SHARES.
7.10
FORECASTS.
BUYER AND SELLERS SHALL HAVE MUTUALLY
AGREED UPON FORECASTS OF WORKING CAPITAL, CAPITAL EXPENDITURES AND LEASED VERSUS
PURCHASED ASSETS WHICH ARE CONSISTENT WITH THE FORECASTS.
7.11
EMPLOYEE RETENTION BONUS AGREEMENTS.
BUYER SHALL
HAVE RECEIVED A CONFIDENTIAL EMPLOYEE RETENTION BONUS AGREEMENT IN THE FORM OF
EXHIBIT 7.11 (A "CONFIDENTIAL EMPLOYEE RETENTION BONUS AGREEMENT"), EXECUTED BY
EACH EMPLOYEE WHO HAS AGREED TO RECEIVE AN EMPLOYEE RETENTION BONUS (BUT ONLY
THOSE EMPLOYEES WHO HAVE AGREED TO RECEIVE AN EMPLOYEE RETENTION BONUS). FOR THE
AVOIDANCE OF DOUBT, THE COMPANY SHALL ONLY BE OBLIGATED TO PAY EMPLOYEE
RETENTION BONUSES TO EMPLOYEES OF THE COMPANY WHO HAVE EXECUTED AN EMPLOYEE
RETENTION BONUS AGREEMENT.
69
7.12
NO PROHIBITION.
NEITHER THE CONSUMMATION NOR THE
PERFORMANCE OF ANY OF THE CONTEMPLATED TRANSACTIONS WILL, DIRECTLY OR INDIRECTLY
(WITH OR WITHOUT NOTICE OR LAPSE OF TIME), MATERIALLY CONTRAVENE, OR CONFLICT
WITH, OR RESULT IN A MATERIAL VIOLATION OF, OR CAUSE BUYER OR ANY PERSON
AFFILIATED WITH BUYER TO SUFFER ANY MATERIAL ADVERSE CONSEQUENCE UNDER (A) ANY
APPLICABLE LEGAL REQUIREMENT OR ORDER, OR (B) ANY LEGAL REQUIREMENT OR ORDER
THAT HAS BEEN PUBLISHED, INTRODUCED, OR OTHERWISE FORMALLY PROPOSED BY