THE COMPANY HAVE ADMITTED IN WRITING ITS INABILITY TO PAY
ITS DEBTS GENERALLY AS THEY BECOME DUE, FILED A PETITION IN BANKRUPTCY OR A
PETITION TO TAKE ADVANTAGE OF ANY INSOLVENCY ACT OR MADE AN ASSIGNMENT FOR THE
BENEFIT OF ITS CREDITORS OR COMMENCED A PROCEEDING FOR THE APPOINTMENT OF A
RECEIVER, TRUSTEE,
30
LIQUIDATOR, CONSERVATOR OF ITSELF OR OF A WHOLE OR ANY SUBSTANTIAL PART OF ITS
PROPERTY OR FILED A PETITION OR ANSWER SEEKING REORGANIZATION OR ARRANGEMENT OR
SIMILAR RELIEF UNDER THE FEDERAL BANKRUPTCY LAWS OR ANY OTHER APPLICABLE LAW OR
STATUE OF THE UNITED STATES OF AMERICA OR ANY STATE OR FOREIGN STATE.
(F)
BUYER SHALL HAVE RECEIVED FROM SELLER A COPY OF THE RESOLUTIONS
OF THE BOARD OF DIRECTORS, MEMBERS, OR SIMILAR BODY OF SELLER AND THE COMPANY
HAVING THE AUTHORITY TO APPROVE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AUTHORIZING THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTIONS SET FORTH HEREIN.
SAID RESOLUTIONS SHALL BE
CERTIFIED BY AN AUTHORIZED OFFICER OF SELLER AS BEING TRUE AND CORRECT AND IN
FULL FORCE AND EFFECT AS OF THE CLOSING DATE.
(G)
RHI ENTERTAINMENT DISTRIBUTION, LLC SHALL HAVE RECEIVED THE AMOUNT
IN CASH SET FORTH ON SCHEDULE 6.14, AS AMENDED PURSUANT TO SECTION 6.14.
(H)
BUYER SHALL HAVE RECEIVED FROM SELLER OR THE COMPANY EVIDENCE
REASONABLY SATISFACTORY TO BUYER THAT ALL VIDEO-ON-DEMAND AGREEMENTS HAVE BEEN
TERMINATED AS TO THE FILMS.
(I)
BUYER SHALL HAVE RECEIVED FROM SELLER A LICENSE FROM HALLMARK
CARDS, INCORPORATED TO ALLOW THE COMPANY TO CONTINUE TO USE THE HALLMARK NAME AS
PART OF THE NAME "HALLMARK ENTERTAINMENT" AS IT APPEARS ON SCREEN, AND IN ANY
PACKAGING, ADVERTISING OR PUBLICITY MATERIAL PRODUCED PRIOR TO THE CLOSING DATE,
IN EACH CASE, FOR ANY OF THE FILMS.
(J)
SELLER SHALL HAVE DELIVERED TO BUYER A CERTIFICATION OF
NON-FOREIGN STATUS IN A FORM AND MANNER THAT COMPLIES WITH THE REQUIREMENTS OF
TREASURY REGULATION SECTION 1.1445-2(B)(2).
7.3
CONDITIONS TO SELLER'S OBLIGATION TO CLOSE.
THE OBLIGATION OF
SELLER AND THE COMPANY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY SHALL
BE SUBJECT TO THE FULFILLMENT, AT OR BEFORE THE CLOSING, OF ALL OF THE
CONDITIONS SET FORTH BELOW IN THIS SECTION 7.3.
SELLER MAY WAIVE IN WRITING ANY
OR ALL OF THESE CONDITIONS IN WHOLE OR IN PART WITHOUT PRIOR NOTICE.
(A)
BUYER SHALL HAVE PERFORMED IN ALL MATERIAL RESPECTS ITS MATERIAL
OBLIGATIONS AND COMPLIED IN ALL MATERIAL RESPECTS WITH ITS MATERIAL AGREEMENTS
AND COVENANTS REQUIRED BY THIS AGREEMENT TO BE PERFORMED OR COMPLIED WITH ON ITS
PART ON OR PRIOR TO THE CLOSING DATE.
(B)
SELLER AND THE COMPANY SHALL HAVE RECEIVED FROM BUYER A
CERTIFICATE DATED AS OF THE CLOSING DATE AND SIGNED BY AN AUTHORIZED OFFICER OF
BUYER CERTIFYING BUYER'S COMPLIANCE WITH THE CONDITIONS SET FORTH IN SECTION
7.3(A).
(C)
AS OF THE CLOSING DATE, BUYER SHALL NOT BE THE SUBJECT OF A
BANKRUPTCY CASE; NO COURT OF COMPETENT JURISDICTION SHALL HAVE ENTERED AN ORDER,
JUDGMENT OR DECREE APPOINTING A RECEIVER, TRUSTEE,