DEPOSITED IN THE INDEMNITY ESCROW ACCOUNT AND NET BOOK VALUE ESCROW ACCOUNT.
8.2.6.
EMPLOYMENT AGREEMENTS.
TORSTEN REMPE SHALL HAVE ENTERED INTO AN
EMPLOYMENT AGREEMENT WITH A BUYER IN THE FORM ATTACHED HERETO AS EXHIBIT B, AND
SUCH
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EMPLOYMENT AGREEMENT SHALL NOT HAVE BEEN AMENDED, CANCELLED, TERMINATED OR
OTHERWISE MODIFIED.
8.2.7.
AMPCONTROL AGREEMENT.
AMPCONTROL, INC. SHALL HAVE EXECUTED AND
DELIVERED TO METHODE A SUPPLY AGREEMENT IN THE FORM ATTACHED HERETO AS EXHIBIT C
(THE "AMPCONTROL AGREEMENT").
8.2.8.
GERMAN DISTRIBUTION AGREEMENTS.
HETRONIC DEUTSCHLAND SHALL HAVE
EXECUTED AND DELIVERED TO METHODE A DISTRIBUTION AND ASSEMBLING PARTNER
AGREEMENT AND A LICENSE AGREEMENT IN THE FORMS ATTACHED HERETO AS EXHIBIT D
(TOGETHER, THE "GERMAN DISTRIBUTION AGREEMENTS").
8.2.9.
CONSULTING AGREEMENT. THE SHAREHOLDER SHALL HAVE EXECUTED AND
DELIVERED TO METHODE A CONSULTING AGREEMENT IN THE FORM ATTACHED HERETO AS
EXHIBIT E (THE "CONSULTING AGREEMENT").
8.2.10.
NONCOMPETITION AGREEMENT.
EACH SELLER AND THE SHAREHOLDER SHALL
HAVE EXECUTED AND DELIVERED TO METHODE A NONCOMPETITION AND CONFIDENTIALITY
AGREEMENT IN FAVOR OF METHODE AND THE BUYERS IN THE FORM ATTACHED HERETO AS
EXHIBIT F.
8.2.11.
FOREIGN COUNSEL OPINION. LOCAL COUNSEL TO HETRONIC ASIA SHALL HAVE
DELIVERED TO METHODE AN OPINION OF COUNSEL, DATED THE CLOSING DATE, IN THE FORM
ATTACHED HERETO AS EXHIBIT G.
8.2.12.
ESCROW AGREEMENT. THE SELLING PARTIES AND THE ESCROW AGENT SHALL
HAVE EXECUTED AND DELIVERED TO METHODE AN ESCROW AGREEMENT IN THE FORM ATTACHED
HERETO AS EXHIBIT H (THE "ESCROW AGREEMENT").
8.2.13.
LEASE ADDENDUM. J & G-ESTATES, L.L.C., AN OKLAHOMA LIMITED LIABILITY
COMPANY, AND HETRONIC INTERNATIONAL SHALL HAVE EXECUTED AND DELIVERED TO METHODE
A LEASE ADDENDUM IN THE FORM ATTACHED HERETO AS EXHIBIT I (THE "LEASE
ADDENDUM").
8.2.14.
CLOSING DOCUMENTS.
THE FOLLOWING DOCUMENTS SHALL HAVE BEEN
DELIVERED TO METHODE:
(A)
INSTRUMENTS OF ASSIGNMENT FOR PURCHASED ASSETS.
BILLS OF SALE,
DEEDS AND OTHER DOCUMENTS OR INSTRUMENTS TRANSFERRING, ASSIGNING AND CONVEYING
TO THE APPLICABLE BUYER DESIGNATED BY METHODE ALL RIGHT, TITLE AND INTEREST IN
THE PURCHASED ASSETS, FREE AND CLEAR OF ALL LIENS, DULY EXECUTED BY THE SELLERS,
ALL OF WHICH DOCUMENTS SHALL BE IN FORM AND SUBSTANCE ACCEPTABLE TO METHODE,
ACTING REASONABLY.
(B)
NAME CHANGE DOCUMENTATION. SUCH INSTRUMENTS AND OTHER
DOCUMENTATION NECESSARY TO CHANGE THE LEGAL NAME OF EACH SELLER TO REMOVE THE
WORD "HETRONIC" FROM SUCH LEGAL NAME, EXECUTED BY SUCH PERSONS AND IN SUCH FORM
READY FOR FILING WITH THE APPROPRIATE GOVERNMENTAL AUTHORITY IN EACH SUCH
PERSON'S JURISDICTION OF ORGANIZATION (THE "NAME CHANGE FILINGS").
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(C)
GOOD STANDING CERTIFICATES.
CERTIFICATES OF LEGAL EXISTENCE AND
GOOD STANDING FOR EACH TARGET COMPANY ISSUED AS OF A RECENT DATE PRIOR TO THE
CLOSING DATE BY THE SECRETARIES OF STATE OR OTHER APPLICABLE GOVERNMENTAL
AUTHORITY OF EACH JURISDICTION IN WHICH SUCH TARGET COMPANY IS ORGANIZED OR
QUALIFIED TO DO BUSINESS.
(D)
SECRETARIES' CERTIFICATES.
A CERTIFICATE OF THE SECRETARY OF EACH
SELLING PARTY (OTHER THAN THE SHAREHOLDER) DATED AS OF THE CLOSING DATE
CERTIFYING (I) THAT THE EXISTENCE AND GOOD STANDING SUCH SELLING PARTY HAS NOT
CHANGED SINCE THE DATE OF THE CERTIFICATES OF LEGAL EXISTENCE AND GOOD STANDING