(I) COOPERATE WITH SELLERS WITH RESPECT TO ALL FILINGS THAT SELLERS
ARE REQUIRED BY LEGAL REQUIREMENTS TO MAKE IN CONNECTION WITH THE CONTEMPLATED
TRANSACTIONS, AND
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(II) COOPERATE WITH MAJORITY OWNERS AND THE COMPANY IN OBTAINING ALL CONSENTS
IDENTIFIED IN SECTION 3.2 OF THE DISCLOSURE SCHEDULE; PROVIDED, HOWEVER, THAT
THIS AGREEMENT WILL NOT REQUIRE BUYER TO DISPOSE OF OR MAKE ANY CHANGE IN ANY
PORTION OF ITS BUSINESS.
AS PROMPTLY AS PRACTICABLE AFTER THE DATE OF THIS
AGREEMENT, BUYER WILL, AND WILL CAUSE ITS AFFILIATES TO, USE THEIR COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN ALL CONSENTS IDENTIFIED IN SCHEDULE 4.2 AND TO
AMEND EMRISE'S EXISTING CREDIT FACILITY TO THE EXTENT NECESSARY IN ORDER TO
CONSUMMATE THE CONTEMPLATED TRANSACTIONS.
6.2
COMMERCIALLY REASONABLE EFFORTS.
EXCEPT AS
SET FORTH IN THE PROVISO TO SECTION 6.1, BETWEEN THE DATE OF THIS AGREEMENT AND
THE CLOSING DATE, BUYER WILL USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE
CONDITIONS IN ARTICLES VII AND VIII TO BE SATISFIED.
ARTICLE VII
CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE
Buyer's obligation to purchase the Parent Shares and Company Shares and to take
the other actions required to be taken by Buyer at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived in writing by Buyer, in whole or in part):
7.1
ACCURACY OF REPRESENTATIONS.
SUBJECT TO
SECTION 5.5, ALL OF THE SELLERS' REPRESENTATIONS AND WARRANTIES IN THIS
AGREEMENT (CONSIDERED COLLECTIVELY) AND EACH OF THESE REPRESENTATIONS AND
WARRANTIES (CONSIDERED INDIVIDUALLY) MUST HAVE BEEN ACCURATE IN ALL RESPECTS AS
OF THE DATE OF THIS AGREEMENT, AND MUST BE ACCURATE IN ALL MATERIAL RESPECTS AS
OF THE CLOSING DATE AS IF MADE ON THE CLOSING DATE.
7.2
SELLERS', PARENT'S AND THE COMPANY'S
PERFORMANCE.
(A)
ALL OF THE COVENANTS AND OBLIGATIONS THAT
THE SELLERS, PARENT OR THE COMPANY ARE REQUIRED TO PERFORM OR TO COMPLY WITH
PURSUANT TO THIS AGREEMENT AT OR PRIOR TO THE CLOSING (CONSIDERED COLLECTIVELY)
AND EACH OF THESE COVENANTS AND OBLIGATIONS (CONSIDERED INDIVIDUALLY) MUST HAVE
BEEN DULY PERFORMED AND COMPLIED WITH IN ALL MATERIAL RESPECTS.
(B)
EACH DOCUMENT REQUIRED TO BE DELIVERED
PURSUANT TO SECTION 2.4(A) MUST HAVE BEEN DELIVERED, AND EACH OF THE OTHER
COVENANTS AND OBLIGATIONS IN ARTICLE V MUST HAVE BEEN PERFORMED AND COMPLIED
WITH IN ALL RESPECTS.
7.3
CUSTOMER INTERVIEWS.
SUBJECT TO
SECTION 5.1, BUYER SHALL HAVE OBTAINED REASONABLE COMFORT FROM A LIMITED NUMBER
OF THE COMPANY'S MAJOR CUSTOMERS WHO ARE ANTICIPATED BY THE COMPANY TO BE
PURCHASERS OF THE COMPANY'S PRODUCTS DURING THE TWO (2) YEAR PERIOD AFTER THE
CLOSING, THAT SUCH CUSTOMERS INTEND TO PURCHASE SUCH PRODUCTS APPROXIMATELY IN
AMOUNTS ANTICIPATED BY THE COMPANY DURING SUCH PERIOD.
7.4
APPROVALS.
THE CONTEMPLATED TRANSACTIONS
SHALL HAVE BEEN APPROVED BY EMRISE'S SENIOR LENDER.
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7.5
CONSENTS.
EACH OF THE CONSENTS IDENTIFIED
IN SECTION 3.2(C) OF THE DISCLOSURE SCHEDULE AND EACH CONSENT IDENTIFIED IN
SCHEDULE 4.2 MUST HAVE BEEN OBTAINED AND MUST BE IN FULL FORCE AND EFFECT.
7.6
ENVIRONMENTAL MATTERS.