OF SUCH PERSON IN
HIS CAPACITY AS SUCH, DATED THE CLOSING DATE, CERTIFYING AS TO SUCH PERSON, THAT
THE CONDITIONS SET FORTH IN PARAGRAPHS (A) AND (B) OF THIS SECTION 7.2 HAVE BEEN
SATISFIED;
(D)
IWEST SHALL HAVE OBTAINED THE IWEST STOCKHOLDERS' RATIFICATION;
(E)
THE OPINION OF WILLIAM BLAIR & COMPANY RECEIVED AS OF THE DATE OF THIS
AGREEMENT BY THE IWEST SPECIAL COMMITTEE AND BY THE BOARD OF DIRECTORS OF THE
COMPANY (THAT THE CONSIDERATION TO BE PAID BY IWEST FOR THE SERVICE PROVIDERS
PURSUANT TO THIS AGREEMENT IS FAIR, FROM A FINANCIAL POINT OF VIEW) SHALL NOT
HAVE BEEN WITHDRAWN OR REVOKED;
59
(F)
SINCE THE DATE OF THIS AGREEMENT, THERE HAS NOT BEEN ANY CHANGE OR ANY
EVENT WHICH WOULD, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO
HAVE A SERVICE PROVIDER MATERIAL ADVERSE EFFECT;
(G)
IREIC SHALL HAVE EXECUTED AND DELIVERED THE SUBLEASE AGREEMENT,
SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT B HERETO (THE "SUBLEASE
AGREEMENT");
(H)
ONE OR MORE AFFILIATES OF TIGI SHALL HAVE EXECUTED AND DELIVERED THE
TRANSITION PROPERTY DUE DILIGENCE SERVICES AGREEMENT, THE AMENDMENT TO OFFICE
AND FACILITIES MANAGEMENT SERVICES AGREEMENT, THE AMENDMENT TO INSURANCE AND
RISK MANAGEMENT SERVICES AGREEMENT, THE AMENDMENT TO COMPUTER SERVICES
AGREEMENT, THE AMENDMENT TO PERSONNEL SERVICES AGREEMENT, THE AMENDMENT TO
PROPERTY TAX SERVICES AGREEMENT, THE AMENDMENT TO COMMUNICATIONS SERVICES
AGREEMENT, THE AMENDMENT TO THE LOAN SERVICES AGREEMENT, THE SECOND AMENDMENT TO
THE MORTGAGE BROKERAGE SERVICES AGREEMENT, THE INSTITUTIONAL INVESTOR
RELATIONSHIPS SERVICES AGREEMENT, AND THE THE LEGAL SERVICES AGREEMENT EACH
SUBSTANTIALLY IN THE FORMS ATTACHED AS EXHIBITS C-1 THROUGH C-11 HERETO,
RESPECTIVELY;
(I)
EACH OF IREIC, THE AGENT AND THE ESCROW AGENT SHALL HAVE EXECUTED AND
DELIVERED A COUNTERPART SIGNATURE PAGE TO THE ESCROW AGREEMENT, SUBSTANTIALLY IN
THE FORM ATTACHED AS EXHIBIT D HERETO (THE "ESCROW AGREEMENT");
(J)
TIGI SHALL HAVE EXECUTED AND DELIVERED TO IWEST THE SIGNATURE PAGE TO A
LETTER AGREEMENT, SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT I HERETO (THE
"TIGI LETTER AGREEMENT") CONCURRENT WITH THE EXECUTION OF THIS AGREEMENT AND THE
TIGI LETTER AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT;
(K)
IWEST SHALL HAVE RECEIVED CERTIFICATES ISSUED BY THE SECRETARIES OF STATE
OF THE RESPECTIVE STATES OF INCORPORATION OR FORMATION, AS APPLICABLE, OF IREIC
AND EACH SERVICE PROVIDER, CERTIFYING THE GOOD STANDING OF SUCH PERSONS IN SUCH
STATES AS OF A DATE WITHIN FIVE (5) DAYS OF THE CLOSING DATE;
(L)
IWEST SHALL HAVE RECEIVED CERTIFICATES EXECUTED BY THE RESPECTIVE
SECRETARIES OR BY ASSISTANT SECRETARIES OF IREIC AND THE MANAGER PARENTS
CERTIFYING AS OF THE CLOSING DATE (I) ALL BOARD AND STOCKHOLDER RESOLUTIONS, AS
APPLICABLE, FULLY AND PROPERLY EXECUTED, EVIDENCING SUCH PERSON'S AUTHORIZATION
TO EXECUTE, DELIVER AND PERFORM THIS AGREEMENT AND THE ANCILLARY AGREEMENTS TO
WHICH IT IS A PARTY AND (II) A TRUE AND COMPLETE COPY OF THE ORGANIZATIONAL
DOCUMENTS OF THE APPLICABLE SERVICE PROVIDER;
(M)
ALL REQUIRED CONSENTS SET FORTH ON SCHEDULE 4.3(C) SHALL HAVE BEEN
OBTAINED;
(N)
EACH OF IREIC AND THE AGENT SHALL DELIVER TO IWEST A CERTIFICATE