IT IS EXPRESSLY WAIVING ALL CLAIMS AGAINST THE RELEASEES,
INCLUDING THOSE CLAIMS THAT IT MAY NOT KNOW OR SUSPECT TO EXIST, WHICH IF KNOWN
MAY HAVE MATERIALLY AFFECTED ITS DECISION TO PROVIDE THIS RELEASE, AND SUCH
RELEASOR EXPRESSLY WAIVES ANY RIGHTS UNDER APPLICABLE LAW THAT PROVIDE TO THE
CONTRARY.
EACH RELEASOR HEREBY IRREVOCABLY COVENANTS TO REFRAIN FROM, DIRECTLY
OR INDIRECTLY, ASSERTING ANY CLAIM OR CLAIMS AGAINST OR OTHERWISE SEEKING
RECOVERY FROM ANY RELEASEE BASED UPON ANY MATTER PURPORTED TO BE SO RELEASED
PURSUANT TO THIS SECTION 7.8.
7.9
SHAREHOLDERS' PERSONAL PROPERTY.
WITHIN ONE (1) DAY FOLLOWING
THE CLOSING DATE, THE SHAREHOLDERS WILL REMOVE (AT THEIR SOLE EXPENSE AND AFTER
CONSULTING WITH BUYER) ALL OF THE SHAREHOLDERS' PERSONAL PROPERTY FROM THE OWNED
REAL PROPERTY AND THE LEASED REAL PROPERTY.
ARTICLE 8
CLOSING
8.1
THE CLOSING.
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT (THE "CLOSING") SHALL OCCUR SIMULTANEOUSLY WITH THE EXECUTION
OF THIS AGREEMENT (THE "CLOSING DATE"), AT THE OFFICES OF HMB LOCATED AT 500 W.
MADISON, SUITE 3700, CHICAGO, ILLINOIS 60661.
8.2
COMPANY'S AND SHAREHOLDERS' CLOSING DELIVERIES.
AT THE
CLOSING, THE COMPANY AND THE SHAREHOLDERS SHALL DELIVER THE FOLLOWING:
(A)
CERTIFICATES REPRESENTING THE SHARES, DULY AND VALIDLY
ENDORSED IN FAVOR OF BUYER OR ACCOMPANIED BY A SEPARATE STOCK POWER DULY AND
VALIDLY EXECUTED BY EACH SHAREHOLDER AND OTHERWISE SUFFICIENT TO VEST IN BUYER
GOOD AND MARKETABLE TITLE TO THE SHARES;
(B)
THE ESCROW AGREEMENT, DULY EXECUTED BY THE SHAREHOLDERS'
REPRESENTATIVE AND THE LITIGATION SH REPRESENTATIVE;
(C)
A CERTIFICATE OF THE SECRETARY OF THE COMPANY CERTIFYING (I)
THE VALIDITY OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS AND, IF REQUIRED BY
APPLICABLE LAW, THE SHAREHOLDERS OF THE COMPANY APPROVING AND AUTHORIZING THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTION
DOCUMENTS TO WHICH IT IS A PARTY, (II) THE COMPANY'S CERTIFICATE OF
INCORPORATION, AND (III) THE COMPANY'S BY-LAWS;
(D)
CLOSING AND DISBURSEMENT STATEMENT FOR THE PAYMENT OF THE
PURCHASE PRICE, DULY EXECUTED BY THE SHAREHOLDERS (THE "ALLOCATION SCHEDULE");
(E)
A LETTER OF RESIGNATION FROM EACH MEMBER OF THE BOARD OF
DIRECTORS OF THE COMPANY AND ANY OFFICER OF THE COMPANY WHOSE RESIGNATION THE
BUYER REQUESTS EFFECTIVE AS OF THE CLOSING;
(F)
ALL MINUTE BOOKS OF THE COMPANY;
(G)
EVIDENCE, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO
BUYER, OF THE TERMINATION OF THE AFFILIATE TRANSACTIONS SET FORTH ON SCHEDULE
7.5;
38
(H)
EXECUTED EMPLOYMENT AGREEMENTS OR OTHER AGREEMENTS WHICH ARE
ACCEPTABLE TO BUYER IN ITS REASONABLE DISCRETION WITH KEY EMPLOYEES OR
CONTRACTORS OF THE COMPANY OR THE SUBSIDIARY SET FORTH ON SCHEDULE 8.2(H) WHICH
PROVIDE SUCH KEY EMPLOYEES WITH A COMPENSATION PACKAGE NO LESS THAN THEY ARE
CURRENTLY BEING OFFERED BY THE COMPANY;
(I)
THE LEASE AMENDMENT IN THE FORM ATTACHED HERETO AS EXHIBIT
8.2(I), WHICH IS FULLY EXECUTED BY THE COMPANY AND ALL OF THE OWNERS OF THE
LEASED REAL PROPERTY;
(J)
EVIDENCE THAT ALL STOCK-BASED AWARDS HAVE BEEN REDEEMED
AND/OR CANCELLED;
(K)
EVIDENCE OF PAYMENT OF THE RETENTION BONUSES LISTED ON
SCHEDULE 3.6(F) HERETO, AND ALL