AND NOTICES WHICH ARE SET FORTH ON EXHIBIT 7.1(E) (THE "SPECIFIED
SELLER CONSENTS") AND, TO THE EXTENT NOT DISCLOSED BY THE COMPANY IN THE COMPANY
DISCLOSURE SCHEDULE, SUCH CONSENTS, WAIVERS, APPROVALS, AUTHORIZATIONS AND
NOTICES WHOSE FAILURE TO OBTAIN WOULD RESULT IN A COMPANY MATERIAL ADVERSE
CHANGE.
(F)
PROCEEDINGS.
NO ACTION OR PROCEEDING SHALL BE PENDING OR
THREATENED AS OF THE EFFECTIVE DATE BEFORE ANY GOVERNMENT ENTITY THE RESULT OF
WHICH COULD PREVENT OR PROHIBIT THE CONSUMMATION OF THE TRANSACTIONS OR CAUSE
ANY SUCH TRANSACTIONS TO BE RESCINDED FOLLOWING CONSUMMATION, AND NO ORDER
HAVING ANY SUCH EFFECT SHALL EXIST.
(G)
ESCROW AGREEMENT AND EXECUTIVE SALE BONUS TRUST AGREEMENT.
THE
PURCHASER SHALL HAVE RECEIVED (I) THE ESCROW AGREEMENT, EXECUTED BY THE SELLERS'
REPRESENTATIVE AND THE ESCROW AGENT, AND (II) THE EXECUTIVE SALE BONUS TRUST
AGREEMENT EXECUTED BY SELLERS' REPRESENTATIVE AND THE TRUSTEE.
(H)
MATERIAL ADVERSE CHANGE.
SINCE THE DATE OF THIS AGREEMENT UNTIL
THE EFFECTIVE DATE, THERE SHALL HAVE BEEN NO COMPANY MATERIAL ADVERSE CHANGE.
(I)
CLOSING DOCUMENTS.
THE COMPANY AND THE SELLERS SHALL HAVE
DELIVERED TO THE PURCHASER THE FOLLOWING:
(I)
THE DELIVERIES SET FORTH IN SECTION 1.4(E) HEREOF;
(II)
RELEASES IN THE FORM OF EXHIBIT 7.1(I)(II), EXECUTED BY SELLERS
(COLLECTIVELY, "SELLER'S RELEASES");
(III)
EMPLOYMENT AGREEMENTS IN THE FORM OF
EXHIBIT 7.1(I)(III) ("EXECUTIVE EMPLOYMENT AGREEMENTS") WITH THE SPECIFIED
EXECUTIVES, EXECUTED BY THE SPECIFIED EXECUTIVES;
(IV)
CONSULTING AGREEMENTS IN THE FORM OF
EXHIBIT 7.1(I)(IV) ("CONSULTING AGREEMENTS") WITH KENNETH LONGACRE, JR. AND
RICHARD A. LONGACRE, EXECUTED BY SUCH PERSONS;
(V)
NONCOMPETITION AGREEMENTS IN THE FORM OF EXHIBIT 7.1(I)(V),
EXECUTED BY SELLERS (COLLECTIVELY, THE "NON-COMPETITION AGREEMENTS");
(VI)
THE ESCROW AGREEMENT, EXECUTED BY THE SELLERS' REPRESENTATIVE AND
EXECUTIVE SALE BONUS ESCROW AGREEMENT, EXECUTED BY THE SELLERS' REPRESENTATIVE;
(VII)
THE COMPANY DISCLOSURE SCHEDULE AND THE SELLER DISCLOSURE
SCHEDULE, IF ANY;
(VIII)
A CERTIFICATE OF AN OFFICER OF THE COMPANY, DATED AS OF THE
EFFECTIVE DATE AND SIGNED BY AN EXECUTIVE OFFICER OF THE COMPANY, EXPRESSLY
CERTIFYING THAT THE CONDITIONS SET FORTH IN SECTION 7.1(A) AND
SECTION 7.1(B) REQUIRED TO BE SATISFIED AS OF SUCH DATE HAVE BEEN MET; IT BEING
UNDERSTOOD THAT FOR PURPOSES OF SATISFYING THIS DELIVERY (BUT NOT THE CONDITION
SET FORTH IN SECTION 7.1(A)), THAT SUCH CERTIFICATE MAY INCLUDE SUPPLEMENTAL
DISCLOSURES CONCERNING DEVELOPMENTS THAT OCCURRED AFTER THE DATE HEREOF AND
PRIOR TO THE EFFECTIVE DATE;
(IX)
A COPY OF THE RESOLUTIONS DULY ADOPTED BY THE BOARD OF DIRECTORS
AND THE SHAREHOLDERS OF THE COMPANY AUTHORIZING THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE COMPANY OF EACH TRANSACTION DOCUMENT TO WHICH THE COMPANY IS
A PARTY AND THE CONSUMMATION OF THE TRANSACTIONS, AS IN EFFECT AS OF THE
CLOSING, CERTIFIED, ON BEHALF OF THE COMPANY, BY AN OFFICER OF THE COMPANY
(WHICH SUCH CERTIFICATION SHALL INCLUDE A REPRESENTATION AS TO THE INCUMBENCY
AND SIGNATURES OF THE OFFICERS OF THE COMPANY EXECUTING THE TRANSACTION
DOCUMENTS);
(X)
A COPY OF ALL TRUST AGREEMENTS GOVERNING EACH SELLER THAT IS A
TRUST;
(XI)
A CERTIFIED COPY OF THE ARTICLES OF INCORPORATION (AND EACH
AMENDMENT THERETO) OF THE COMPANY