10 THAT ARE
QUALIFIED BY MATERIALITY SHALL BE TRUE AND CORRECT IN ALL RESPECTS, AND THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN CLAUSE 10 THAT ARE NOT SO QUALIFIED
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS, IN EACH CASE AS OF THE DATE
OF THIS AGREEMENT AND AS IF MADE AS OF THE CLOSING DATE;
5.2.2
PERFORMANCE OF COVENANTS. ALL OF THE COVENANTS AND OBLIGATIONS THAT
THE PURCHASER ARE REQUIRED TO PERFORM OR COMPLY WITH UNDER THIS AGREEMENT ON OR
BEFORE THE CLOSING DATE MUST HAVE BEEN DULY PERFORMED AND COMPLIED WITH IN ALL
MATERIAL RESPECTS;
5.2.3
CONSENT UNDER COMPETITION / INVESTMENT LAWS. ALL APPLICABLE WAITING
PERIODS (AND ANY EXTENSIONS THEREOF) UNDER THE HSR ACT AND UNDER THE APPLICABLE
COMPETITION/INVESTMENT LAWS OF THE JURISDICTIONS SET FORTH ON SCHEDULE 5.1.5 (IN
ACCORDANCE WITH THE PROVISIONS OF CLAUSE 6.3.2) MUST HAVE EXPIRED OR TERMINATED,
AND, TO THE EXTENT THE PARTIES ARE REQUIRED TO MAKE A FILING UNDER THE
COMPETITION / INVESTMENT LAWS OF INDIA IN ACCORDANCE WITH THE PROVISIONS OF
CLAUSE 6.3.3, ALL APPLICABLE WAITING PERIODS (AND ANY EXTENSIONS THEREOF) UNDER
SUCH COMPETITION/INVESTMENT LAWS MUST HAVE EXPIRED OR OTHERWISE BEEN TERMINATED;
5.2.4
NO ACTION. THERE MUST NOT BE IN EFFECT ANY LAW OR JUDGMENT THAT
WOULD PROHIBIT OR MAKE ILLEGAL THE CONSUMMATION OF ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT;
5.2.5
SHAREHOLDER APPROVAL.
THE SELLER SHALL HAVE SECURED THE APPROVAL
OF THE SHAREHOLDERS OF THE SELLER PURSUANT TO SECTION 293(1)(A) OF THE ACT AND
ALL OTHER APPLICABLE LAWS TO EFFECT THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND ANY APPLICABLE ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY (WITH
THE NOTICE TO THE SHAREHOLDERS OF THE SELLER SEEKING SUCH APPROVAL BEING IN AN
AGREED FORM) AND SUCH APPROVALS MUST BE IN FULL FORCE AND EFFECT; AND
5.2.6
TRANSACTION DOCUMENTS. THE PURCHASER MUST HAVE DELIVERED OR CAUSED
TO BE DELIVERED TO THE SELLER EACH DOCUMENT THAT CLAUSE 7.2.2 REQUIRES IT TO
DELIVER, EACH IN FORM AND SUBSTANCE SATISFACTORY TO THE SELLER AND EACH SUCH
DOCUMENT MUST BE IN FULL FORCE AND EFFECT.
34
CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
6
PRE-CLOSING COVENANTS
6.1
ACCESS AND INVESTIGATION
6.1.1
BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE, THE SELLER SHALL
SUBJECT TO ANY APPLICABLE LAW AND THE TERMS OF ANY CONTRACT, AFFORD THE
PURCHASER AND ITS DIRECTORS, EMPLOYEES, AGENTS, PROSPECTIVE FINANCING SOURCES,
THIRD PARTY CONSULTANTS AND OTHER ADVISORS AND REPRESENTATIVES, ACCESS, DURING
REGULAR BUSINESS HOURS AND UPON REASONABLE AGREED-UPON TIMES, TO SELLER'S
PERSONNEL AND ANY PROPERTIES RELATED TO ANY BUSINESS, THE CONTRACTS, THE
INVENTORY, BOOKS AND RECORDS AND ALL OTHER INFORMATION AND MATERIALS PERTAINING
TO THE BUSINESS, PROVIDED THAT SUCH ACCESS SHALL NOT UNREASONABLY INTERFERE WITH
THE SELLER'S BUSINESS AND OPERATIONS, SHALL BE SUBJECT TO THE REQUIREMENTS OF
ALL APPLICABLE COMPETITION/INVESTMENT LAWS, AND SHALL, AT ALL TIMES, BE SUBJECT
TO ANY OTHER APPLICABLE LEGAL REQUIREMENTS IMPOSED BY APPLICABLE LAW.
6.1.2
OTHER THAN