the Closing shall be subject to the satisfaction at or prior to the Closing
of the following conditions,
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any or all of which may be waived, in whole or in part, to the extent permitted
by applicable Law:
(A)
NO ORDER.
NO GOVERNMENTAL ENTITY OR FEDERAL OR STATE COURT OF
COMPETENT JURISDICTION SHALL HAVE PENDING OR HAVE ENACTED, ISSUED, PROMULGATED,
ENFORCED OR ENTERED ANY STATUTE, RULE, REGULATION, EXECUTIVE ORDER, DECREE,
JUDGMENT, INJUNCTION OR OTHER ORDER (WHETHER TEMPORARY, PRELIMINARY OR
PERMANENT), IN ANY CASE THAT IS IN EFFECT AND THAT PREVENTS OR PROHIBITS
CONSUMMATION OF THE TRANSACTIONS OR WOULD CAUSE ANY MATERIAL LIABILITY TO BE
IMPOSED ON PURCHASER OR ANY SELLER IF THE TRANSACTIONS WERE CONSUMMATED.
(B)
HSR ACT.
ANY WAITING PERIOD AND ANY EXTENSIONS THEREOF UNDER THE
HSR ACT SHALL HAVE EXPIRED OR BEEN TERMINATED.
SECTION 7.2.
ADDITIONAL CONDITIONS TO
OBLIGATIONS OF PURCHASER.
The obligations of Purchaser to effect the Transactions are also subject to the
following conditions, any or all of which may be waived, in whole or in part, by
Purchaser to the extent permitted by applicable Law:
(A)
REPRESENTATIONS AND WARRANTIES OF SELLERS.
TAKEN TOGETHER, THE
REPRESENTATIONS AND WARRANTIES OF SELLERS SET FORTH IN ARTICLE II AND
ARTICLE III (DISREGARDING, FOR PURPOSES OF THIS SECTION 7.2(A), ALL MATERIALITY
QUALIFICATIONS THEREIN) SHALL BE TRUE AND CORRECT AS OF THE CLOSING (OR, IF MADE
AS OF A SPECIFIED DATE, THEN AS OF SUCH SPECIFIED DATE), IN EACH CASE EXCEPT IN
SUCH RESPECTS AS, TAKEN AS A WHOLE, HAVE NOT HAD AND WOULD NOT REASONABLY BE
EXPECTED TO HAVE A COMPANY MATERIAL ADVERSE EFFECT.
(B)
AGREEMENTS AND COVENANTS OF SELLERS.
THE AGREEMENTS AND COVENANTS
OF SELLERS REQUIRED TO BE PERFORMED ON OR BEFORE THE CLOSING SHALL HAVE BEEN
PERFORMED IN ALL MATERIAL RESPECTS.
(C)
DELIVERIES.
SELLERS SHALL HAVE DELIVERED OR CAUSED TO BE DELIVERED
EACH OF THE FOLLOWING:
(I)
A CERTIFICATE SIGNED BY SELLERS DATED
THE CLOSING DATE, STATING THAT THE CONDITIONS SPECIFIED IN SECTION 7.2(A) AND
SECTION 7.2(B) HAVE BEEN SATISFIED;
(II)
RESIGNATIONS OF THE OFFICERS, DIRECTORS OR
SIMILAR GOVERNING INDIVIDUALS OF THE COMPANIES (OTHER THAN ANY OFFICERS,
DIRECTORS OR OTHER SUCH INDIVIDUALS IDENTIFIED BY PURCHASER IN WRITING);
(III)
A CERTIFICATE OF GOOD STANDING OF EACH
SELLER AND EACH COMPANY (OTHER THAN THE PARTNERSHIP) FROM THE SECRETARY OF STATE
OF DELAWARE DATED WITHIN TEN (10) DAYS OF THE CLOSING DATE;
(IV)
CERTIFIED COPIES OF THE PARTNERSHIP AGREEMENT,
CERTIFICATE OF FORMATION AND LIMITED LIABILITY COMPANY AGREEMENT, AS APPLICABLE,
OF EACH OF THE COMPANIES;
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(V)
CERTIFIED COPIES OF THE RESOLUTIONS DULY
ADOPTED BY EACH SELLER'S BOARD OF DIRECTORS (OR SIMILAR GOVERNING BODY) AND THE
SHAREHOLDERS OF EACH OF THE CORPORATIONS AUTHORIZING ITS EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE OTHER AGREEMENTS CONTEMPLATED HEREBY TO
WHICH IT IS A PARTY AND THE CONSUMMATION OF ALL TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY;
(VI)
AN OPINION OF SELLERS' COUNSEL, DATED THE
CLOSING DATE, AS TO THE MATTERS DESCRIBED IN EXHIBIT E ATTACHED HERETO;
(VII)
A PAYOFF DEMAND LETTER FOR