IN SECTION 5.2(L).
4.22
DISCLAIMER.
NO REPRESENTATION OR WARRANTY IS BEING MADE TO
PURCHASER BY THE COMPANY OR SELLERS EXCEPT AS SPECIFICALLY SET FORTH IN
ARTICLE III AND ARTICLE IV.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN
ARTICLE III AND ARTICLE IV, THE F&H MEMBERSHIP INTERESTS ARE BEING ACQUIRED AS
IS AND WITHOUT ANY OTHER EXPRESS OR IMPLIED WARRANTY.
ARTICLE V
COVENANTS AND OTHER AGREEMENTS
5.1
F&H LLC MERGER.
NO LATER THAN THE DAY IMMEDIATELY PRIOR TO THE
CLOSING DATE, THE SELLERS SHALL FORM F&H LLC AND ISSUE MEMBERSHIP INTERESTS IN
F&H LLC (THE "F&H MEMBERSHIP INTERESTS") TO EACH OF THE SELLERS, SUCH THAT F&H
LLC SHALL BE OWNED 100% BY THE SELLERS AS OF THE CLOSING DATE, FREE AND CLEAR OF
ALL LIENS.
ON THE DATE ON WHICH ALL CONDITIONS TO THE OBLIGATIONS OF THE
PARTIES TO CONSUMMATE THE TRANSACTIONS ARE SATISFIED OR WAIVED (INCLUDING THE
DELIVERY (INTO ESCROW) OF ALL DOCUMENTS REQUIRED TO BE DELIVERED AT THE CLOSING)
(THE
"EFFECTIVE DATE"), THE PURCHASER SHALL PROVIDE A WRITTEN NOTICE TO THE SELLERS'
REPRESENTATIVE THAT ALL OF THE CONDITIONS OF PURCHASER'S OBLIGATIONS TO
CONSUMMATE THE CLOSING ARE SATISFIED OR WAIVED (THE "PURCHASER CLOSING
NOTICE").
ON THE EFFECTIVE DATE, THE COMPANY WILL FILE AN ARTICLES OF MERGER
WITH THE SECRETARY OF STATE OF THE COMMONWEALTH OF PENNSYLVANIA AND A
CERTIFICATE OF MERGER WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE
CAUSING THE COMPANY TO MERGE WITH AND INTO F&H LLC, WITH F&H LLC SURVIVING THE
MERGER (THE "F&H LLC MERGER"), AND, UPON CONSUMMATION OF THE F&H LLC MERGER, F&H
LLC WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO QUALIFY F&H LLC TO DO
BUSINESS IN THE JURISDICTIONS IN WHICH IT IS REQUIRED TO BE SO QUALIFIED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UPON THE DATE OF THE
DELIVERY OF THE PURCHASER CLOSING NOTICE, THE PURCHASER SHALL BE OBLIGATED TO
CONSUMMATE THE CLOSING OF THE TRANSACTIONS ON THE CLOSING DATE, WITHOUT REGARD
TO ANY CONDITION HEREUNDER, AND ITS FAILURE TO DO SO SHALL BE A BREACH OF THIS
AGREEMENT, IN WHICH CASE THE SELLERS, COMPANY AND F&H LLC SHALL HAVE ALL RIGHTS
AND REMEDIES, INCLUDING THOSE PROVIDED FOR IN SECTIONS 9.2 AND 9.3 HEREOF.
5.2
GENERAL; OPERATION OF BUSINESS.
EACH OF THE PARTIES SHALL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTION AND TO DO ALL THINGS
NECESSARY, PROPER, OR ADVISABLE IN ORDER TO CONSUMMATE AND MAKE EFFECTIVE THE
TRANSACTIONS (INCLUDING SATISFACTION, BUT NOT WAIVER, OF THE CLOSING CONDITIONS
SET FORTH IN ARTICLE VII BELOW).
FROM THE DATE OF THIS AGREEMENT THROUGH THE
CLOSING, EXCEPT AS THE PURCHASER MAY APPROVE OTHERWISE (WITH SUCH APPROVAL NOT
TO BE UNREASONABLY WITHHELD OR DELAYED), OR AS OTHERWISE EXPRESSLY CONTEMPLATED
OR PERMITTED BY THE TRANSACTION DOCUMENTS, THE COMPANY SHALL CONDUCT THE
BUSINESS IN THE ORDINARY COURSE IN ACCORDANCE WITH PAST PRACTICE AND IN
COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH ALL LAWS, PERMITS AND CONTRACTS AND
USE ITS COMMERCIALLY REASONABLE EFFORTS TO PRESERVE AND PROTECT THE COMPANY'S
MATERIAL ASSETS AND PROPERTIES AND ITS