THAT ARE NOT SO QUALIFIED
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS, IN EACH CASE ON AND AS OF
THE CLOSING DATE WITH THE SAME EFFECT AS IF SUCH WARRANTIES AND REPRESENTATIONS
HAD BEEN MADE ON AND AS OF THE CLOSING DATE, AND PURCHASER SHALL HAVE PERFORMED
AND COMPLIED IN ALL MATERIAL RESPECTS (EXCEPT FOR THE PAYMENT OF MONEY WHICH
SHALL BE ABSOLUTE) WITH ALL AGREEMENTS, COVENANTS AND CONDITIONS ON ITS PART
REQUIRED TO BE PERFORMED OR COMPLIED WITH ON OR PRIOR TO THE CLOSING DATE, AND
AT THE CLOSING, SELLER SHALL HAVE RECEIVED A CERTIFICATE EXECUTED BY THE
PRESIDENT OR ANY VICE PRESIDENT OF PURCHASER TO THE FOREGOING EFFECT.
24
10.03
PENDING ACTIONS.
NO INVESTIGATION, ACTION, SUIT OR PROCEEDING BY
ANY GOVERNMENTAL AUTHORITY AND NO ACTION, SUIT OR PROCEEDING BY ANY OTHER PERSON
SHALL BE PENDING ON THE CLOSING DATE WHICH CHALLENGES THIS AGREEMENT AND SEEKS
TO MODIFY, PROHIBIT OR ENJOIN THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY.
10.04
CONSENTS AND APPROVALS.
ALL CONSENTS, APPROVALS OR AUTHORIZATIONS
OF THE GOVERNMENTAL AUTHORITIES AND OTHER PERSONS SET FORTH IN SCHEDULE 8.03
SHALL HAVE BEEN OBTAINED; PROVIDED, HOWEVER, THAT IT SHALL NOT BE A CONDITION
PRECEDENT TO THE OBLIGATIONS OF EITHER PARTY UNDER THIS AGREEMENT THAT ANY
CONSENTS OR APPROVALS REQUIRED FOR THE ASSIGNMENT TO PURCHASER OF THE TAX
ABATEMENT AGREEMENT OR ANY OF THE COMPENSATION AGREEMENTS SHALL HAVE BEEN
OBTAINED.
10.05
ALL NECESSARY DOCUMENTS.
ALL PROCEEDINGS TO BE TAKEN IN CONNECTION
WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND
ALL DOCUMENTS INCIDENT THERETO, SHALL BE REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE TO SELLER AND ITS COUNSEL, AND SELLER AND ITS COUNSEL SHALL HAVE
RECEIVED COPIES OF SUCH DOCUMENTS AS IT AND ITS COUNSEL MAY REASONABLY REQUEST
IN CONNECTION WITH SAID TRANSACTIONS, INCLUDING WITHOUT LIMITATION, THOSE
DOCUMENTS TO BE DELIVERED PURSUANT TO SECTION 3.03 HEREOF.
Seller shall have the right to waive any of the foregoing conditions precedent.
ARTICLE XI
TERMINATION
11.01
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED AT ANY TIME PRIOR TO
THE CLOSING AS FOLLOWS, AND IN NO OTHER MANNER:
(A)
BY MUTUAL WRITTEN CONSENT OF PURCHASER AND SELLER;
(B)
BY PURCHASER OR BY SELLER, AT ANY TIME BEFORE THE CLOSING, UPON
WRITTEN NOTICE OF TERMINATION BY THE OTHER PARTY, IN THE EVENT (I) OF A BREACH
HEREOF BY THE NON-TERMINATING PARTY THAT WOULD REASONABLY BE EXPECTED TO GIVE
RISE TO A MATERIAL ADVERSE EFFECT, IF THE NON-TERMINATING PARTY FAILS TO CURE
SUCH BREACH WITHIN THIRTY (30) DAYS FOLLOWING WRITTEN NOTIFICATION OF SUCH
BREACH BY THE OTHER PARTY; OR (II) ANY CONDITION TO THE TERMINATING PARTY'S
OBLIGATIONS UNDER THIS AGREEMENT (OTHER THAN THE PAYMENT OF MONEY TO THE
NON-TERMINATING PARTY) BECOMES IMPOSSIBLE OR IMPRACTICABLE TO SATISFY WITH THE
USE OF COMMERCIALLY REASONABLE EFFORTS, SO LONG AS SUCH IMPOSSIBILITY OR
IMPRACTICABILITY IS NOT CAUSED BY A BREACH HEREOF BY SUCH PARTY; PROVIDED,
HOWEVER, THAT IF IT IS REASONABLY POSSIBLE THAT THE CIRCUMSTANCES GIVING RISE TO
THE IMPOSSIBILITY OR IMPRACTICABILITY MAY BE REMOVED PRIOR TO THE