AGGREGATE PURCHASE PRICE AND THE FEES TO SELLER, BUYER MAY LIQUIDATE THE TRUST
ACCOUNT WITHOUT FURTHER REGARD TO THIS LETTER OR SUCH IRREVOCABLE INSTRUCTIONS.
(L)
INVESTMENTS. FROM THE DATE OF THIS AGREEMENT UNTIL ALL AMOUNTS
DUE TO THE SELLER ARE PAID, BUYER AGREES TO INVEST THE MONIES IN THE TRUST
ACCOUNT IN A MONEY MARKET FUND INVESTED IN UNITED STATES "GOVERNMENT SECURITIES"
WITHIN THE MEANING OF SECTION 2(A)(16) OF THE INVESTMENT COMPANY ACT OF 1940.
5
(M)
FILINGS. NONE OF THE FILINGS AND REPORTS MADE BY BUYER WITH SEC AND
AVAILABLE ON THE SEC'S EDGAR SYSTEM, AS OF THEIR RESPECTIVE FILING DATES, WILL
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN,
IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
PRIOR TO CLOSING, BUYER AGREES TO MAKE ALL REQUIRED FILINGS WITH THE SEC UNDER
THE FEDERAL SECURITIES LAWS.
6.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF INSIDERS.
EACH
INSIDER MAKES THE FOLLOWING REPRESENTATIONS, WARRANTIES AND COVENANTS TO AND FOR
THE BENEFIT OF SELLER ON THE DATE HEREOF AND ON THE CLOSING.
(A)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SUCH
INSIDER IS A LEGAL, VALID AND BINDING AGREEMENT OF SUCH INSIDER, ENFORCEABLE
AGAINST SUCH INSIDER IN ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE
BANKRUPTCY, INSOLVENCY, FRAUDULENT CONVEYANCE, REORGANIZATION, MORATORIUM AND
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS AND REMEDIES GENERALLY AND SUBJECT, AS
TO ENFORCEABILITY, TO GENERAL PRINCIPLES OF EQUITY, INCLUDING PRINCIPLES OF
COMMERCIAL REASONABLENESS, GOOD FAITH AND FAIR DEALING (REGARDLESS OF WHETHER
ENFORCEMENT IS SOUGHT IN A PROCEEDING AT LAW OR IN EQUITY).
(B)
SUCH INSIDER WILL NOT TAKE ANY ACTION OR GIVE ANY INSTRUCTIONS
THAT WOULD RESULT IN BUYER BREACHING THIS AGREEMENT.
7.
INDEMNIFICATION.
(A)
IN THE EVENT THAT THE AGGREGATE PURCHASE PRICE AND THE FEES ARE
NOT FULLY PAID TO SELLER AT (A) THE CLOSING OR (B) IF THE MERGER IS NOT
CONSUMMATED, UPON THE LIQUIDATION OF BUYER WHILE SELLER OWNS ANY SHARES, BUYER
AND EACH OF THE INSIDERS HEREBY AGREE, JOINTLY AND SEVERALLY, TO INDEMNIFY AND
HOLD HARMLESS SELLER AGAINST ANY LOSS INCURRED IN AN AMOUNT EQUAL TO THE
DIFFERENCE BETWEEN (I) THE SUM OF THE AGGREGATE PURCHASE PRICE, THE FEES AND THE
REIMBURSABLE EXPENSES (AS DEFINED IN SECTION 11 HEREOF), MINUS (II) THE AMOUNT
RECEIVED BY SELLER FROM BUYER, PLUS ANY DEFAULT PAYMENTS INCURRED PURSUANT TO
SECTION 3(D) AND 3(E) HEREOF. BUYER AND THE INSIDERS AGREE, JOINTLY AND
SEVERALLY, TO PAY ANY AND ALL COSTS, FEES AND EXPENSES (INCLUDING COUNSEL FEES
AND EXPENSES) INCURRED BY SELLER IN ENFORCING ITS RIGHTS UNDER THIS
SECTION 7(A).
(B)
BUYER AND EACH OF THE INSIDERS HEREBY AGREE, JOINTLY AND
SEVERALLY, TO INDEMNIFY AND HOLD HARMLESS SELLER AND EACH OF ITS PARTNERS,
PRINCIPALS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND
AFFILIATED OR MANAGED FUNDS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS,
DAMAGES, LIABILITIES AND EXPENSES, JOINT OR SEVERAL, OF ANY KIND OR NATURE
WHATSOEVER, AND ANY AND