SHALL HAVE DELIVERED TO THE
REPRESENTATIVES A CERTIFICATE OF PARENT AND BUYER ("BUYER'S ARTICLE VIII
CERTIFICATE") TO THE EFFECT THAT EACH OF THE CONDITIONS SPECIFIED ABOVE IN
SECTIONS 8.2(A)-(C) IS SATISFIED IN ALL RESPECTS;
E.
ALL APPLICABLE WAITING PERIODS (AND ANY
EXTENSIONS THEREOF) UNDER THE HART-SCOTT-RODINO ACT SHALL HAVE EXPIRED OR
OTHERWISE BEEN TERMINATED;
F.
PARENT AND BUYER SHALL HAVE DELIVERED
ALL THE DOCUMENTS, INSTRUMENTS, AGREEMENTS AND OTHER ITEMS TO BE DELIVERED BY
THEM AS SET FORTH IN ARTICLE IX;
G.
THE REPRESENTATIVES SHALL HAVE RECEIVED
FROM COUNSEL TO BUYER AND PARENT A LEGAL OPINION SUBSTANTIALLY IN FORM AND
SUBSTANCE AS SET FORTH IN EXHIBIT E ATTACHED HERETO ("BUYER'S LEGAL OPINION"),
ADDRESSED TO THE SELLERS AND EQUITY OWNERS, AND DATED AS OF THE CLOSING DATE;
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H.
ALL ACTIONS TO BE TAKEN BY BUYER AND PARENT IN CONNECTION WITH
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND ALL CERTIFICATES,
OPINIONS, INSTRUMENTS, AND OTHER DOCUMENTS REQUIRED TO EFFECT THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO
THE SELLER'S REPRESENTATIVE; AND
I.
BUYER SHALL HAVE DELIVERED TO THE REPRESENTATIVES OFFICER'S
CERTIFICATES ("BUYER'S RESOLUTIONS CERTIFICATES") OF BUYER AND PARENT, DATED AS
OF THE CLOSING DATE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
REPRESENTATIVES, AS TO: THE RESOLUTIONS OF THE MEMBER OF BUYER AND THE BOARD OF
DIRECTORS OF THE PARENT APPROVING THIS AGREEMENT AND AUTHORIZING THE EXECUTION
OF THIS AGREEMENT BY A DULY AUTHORIZED OFFICER OF BUYER AND PARENT.
THE REPRESENTATIVES MAY WAIVE ANY CONDITION SPECIFIED IN THIS SECTION 8.2 IF
EACH OF THEM EXECUTES A WRITING SO STATING AT OR PRIOR TO THE CLOSING.
ARTICLE IX - CLOSING
9.1
Closing.
The closing of the transactions contemplated by this
Agreement ("Closing") shall take place at the offices of Barrett & McNagny, LLP,
215 E. Berry St., Fort Wayne, IN 46802, at 10 a.m., local time, on the second
business day following the satisfaction or waiver of all conditions to the
obligations of the Parties to consummate the transactions contemplated hereby
(other than conditions with respect to actions the respective Parties will take
at the Closing itself) or at such other time and place as the Parties may
mutually determine ("Closing Date").
Unless the Parties otherwise agree in
writing, the Closing shall be effective as of the close of business on the
Closing Date.
9.2
Deliveries at Closing by Buyer.
At the Closing, Buyer shall take
the following action and deliver or cause to be delivered the following:
A.
THE CASH AMOUNT, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS
TO THE SELLERS IN THE PROPORTIONS SET FORTH OPPOSITE THEIR NAMES AS PROVIDED IN
SCHEDULE 2.2;
B.
769,231 SHARES OF THE PARENT COMMON STOCK ("ESCROW SHARES") TO
THE ESCROW AGENT, PURSUANT TO THE PROVISIONS OF THE ESCROW AGREEMENT AND AS
PROVIDED IN SCHEDULE 2.2;
C.
TO THE INDIVIDUAL OWNERS IN RELATIVE PROPORTIONS SET FORTH IN
SCHEDULE 2.2, THAT NUMBER OF SHARES OF PARENT COMMON STOCK EQUAL TO THE NUMBER
OF CLOSING SHARES LESS THE ESCROW SHARES;
D.
THE BUYER'S