such other Parties may deem necessary or appropriate from time to
time, such activities to be conducted during normal business hours.
(iii)
Refunds and Credits. Buyer shall pay to the Shareholders as
additional Purchase Price (in proportion to the allocation of Purchase Price set
forth in §2(b)) an amount equal to any refund or credit of Taxes of the Company
for a Pre-Closing Tax Period. Any payment described in the preceding sentence
shall be paid to the Shareholders within twenty (20) days of the Buyer's or
Company's receipt of the refund or credit with respect to which such payment is
to be made.
(C)
TRANSFER TAXES. THE SHAREHOLDERS SHALL BE RESPONSIBLE FOR ANY AND
ALL SALES, USE, REGISTRATION, TRANSFER, STAMP, VALUE ADDED, GOODS AND SERVICES
OR OTHER SIMILAR TAXES (COLLECTIVELY, "TRANSFER TAXES") THAT MAY BE IMPOSED
UPON, PAYABLE, COLLECTIBLE OR INCURRED IN CONNECTION HEREWITH AND THE
TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF THE PERSON LIABLE FOR SUCH TAXES
UNDER APPLICABLE LEGAL REQUIREMENTS. THE SHAREHOLDERS AND BUYER SHALL COOPERATE
IN THE PREPARATION AND FILING OF ANY TAX RETURNS, AFFIDAVITS OR OTHER DOCUMENTS
RELATING TO TRANSFER TAXES.
8. CONDITIONS TO OBLIGATION TO CLOSE.
(A) CONDITIONS TO OBLIGATION OF THE BUYER. THE OBLIGATION OF THE BUYER TO
CONSUMMATE THE TRANSACTIONS TO BE PERFORMED BY IT IN CONNECTION WITH THE CLOSING
IS SUBJECT TO SATISFACTION OF THE FOLLOWING CONDITIONS:
(I)
ALL OF THE SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES IN THIS
AGREEMENT (CONSIDERED COLLECTIVELY), AND EACH OF THESE REPRESENTATIONS AND
WARRANTIES (CONSIDERED INDIVIDUALLY), MUST HAVE BEEN ACCURATE IN ALL MATERIAL
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, WITHOUT GIVING
EFFECT TO ANY SUPPLEMENT TO THE DISCLOSURE SCHEDULE;
(ii)
Each of the Shareholders' representations and warranties in §3(c)
must have been accurate in all respects as of the date of this Agreement, and
must be accurate in all respects as of the Closing Date as if made on the
Closing Date, without giving effect to any supplement to the Disclosure
Schedule.
(III)
ALL OF THE COVENANTS AND OBLIGATIONS THAT SHAREHOLDERS 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;
(IV)
THERE SHALL NOT BE ANY INJUNCTION, JUDGMENT, ORDER, DECREE,
RULING, OR CHARGE IN EFFECT PREVENTING CONSUMMATION OF ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT;
(V)
THE COMPANY AND THE SHAREHOLDERS SHALL HAVE DELIVERED TO THE BUYER
A CERTIFICATE TO THE EFFECT THAT EACH OF THE CONDITIONS SPECIFIED ABOVE IN
§8(A)(I)-(IV) IS SATISFIED IN ALL RESPECTS;
(vi)
The Shareholders and the Company must have delivered each of the
documents required to be delivered by them pursuant to §2(d) ;
(VII)
THE COMPANY AND THE BUYER SHALL HAVE RECEIVED ALL AUTHORIZATIONS,
CONSENTS AND APPROVALS SET FORTH ON §8(A)(VII) OF THE DISCLOSURE SCHEDULE;
(VIII)
THE SHAREHOLDERS