RESPECT, ON AND AS OF THE DATE GIVEN, AND ON AND AS OF THE CLOSING
DATE WITH THE SAME FORCE AND EFFECT AS THOUGH SUCH REPRESENTATIONS AND
WARRANTIES WERE MADE ON AND AS OF THE CLOSING DATE;
(B)
AS OF THE CLOSING DATE, THE RECEIVER SHALL HAVE MADE AND COMPLIED
IN ALL MATERIAL RESPECTS WITH, AND SHALL HAVE FULLY PERFORMED, IN ALL MATERIAL
RESPECTS, ALL CONDITIONS, COVENANTS AND OBLIGATIONS OF THIS AGREEMENT TO BE
PERFORMED BY THE RECEIVER AT, OR PRIOR TO, THE CLOSING DATE;
10
(C)
THE RECEIVER AND THE OTHERS SPECIFIED THEREIN SHALL HAVE MADE
ALL DELIVERIES TO THE PURCHASER REQUIRED BY SECTION 3.2 ABOVE;
(D)
ALL ACTIONS AND DELIVERIES REQUIRED BY SECTION 3.4 ABOVE SHALL
HAVE OCCURRED OR BEEN MADE, AS APPLICABLE;
(E)
ALL PURCHASED ASSETS SHALL HAVE BEEN TRANSFERRED AND DELIVERED
TO THE PURCHASER AND THE PURCHASER SHALL HAVE OBTAINED POSSESSION AND CONTROL OF
ALL PURCHASED ASSETS;
(F)
A SALE ORDER SHALL HAVE BEEN ENTERED BY THE COURT APPROVING SALE
OF THE PURCHASED ASSETS TO THE PURCHASER AND THE TRANSACTIONS CONTEMPLATED UNDER
THIS AGREEMENT, FREE AND CLEAR OF ALL LIENS, CLAIMS AND ENCUMBRANCES, IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE PURCHASER, ON OR BEFORE APRIL 30,
2013, AND THE SALE ORDER IS NOT SUBJECT TO ANY SUBSEQUENT ORDER BY ANY COURT OF
COMPETENT JURISDICTION STAYING THE EFFECTIVENESS OF THE SALE ORDER AS OF THE
DATE AND TIME SCHEDULED FOR CLOSING, EXCEPT AS OTHERWISE PROVIDED FOR HEREIN;
AND
(G)
IF AN OBJECTION TO THE SALE OF THE PURCHASED ASSETS IS RAISED AT
OR BEFORE THE HEARING, THE TIME FOR FILING AN APPEAL OF THE SALE ORDER HAS
EXPIRED, AND NO APPEAL OF THE SALE ORDER HAS BEEN FILED, OR IF FILED, REMAINS
PENDING.
10.
TERMINATION AND EFFECT OF TERMINATION
10.1
MUTUAL TERMINATION.
THIS AGREEMENT MAY BE TERMINATED AT ANY TIME
PRIOR TO THE CLOSING BY MUTUAL WRITTEN AGREEMENT OF THE RECEIVER AND THE
PURCHASER.
10.2
TERMINATION BY EITHER THE RECEIVER OR THE PURCHASER.
THIS
AGREEMENT MAY BE TERMINATED AT ANY TIME PRIOR TO THE CLOSING:
(A)
BY EITHER THE RECEIVER OR THE PURCHASER, BY GIVING WRITTEN
NOTICE OF SUCH TERMINATION TO THE OTHER PARTY, IF THE CLOSING HAS NOT OCCURRED
ON OR BEFORE THE SCHEDULED CLOSING DATE OR, IF THE PURCHASER EXERCISES THE
OPTION DESCRIBED IN SECTION 3.1 HEREOF, ON OR BEFORE THE EXTENDED SCHEDULED
CLOSING DATE; PROVIDED
FURTHER, HOWEVER, THAT THE RIGHT TO TERMINATE THIS
AGREEMENT UNDER THIS SECTION 10.2(A) SHALL NOT BE AVAILABLE TO ANY PARTY WHOSE
BREACH OF, OR FAILURE TO FULFILL ANY MATERIAL OBLIGATION UNDER THIS AGREEMENT
HAS BEEN THE CAUSE OF OR RESULTED IN THE FAILURE OF THE CLOSING TO OCCUR ON OR
PRIOR TO SUCH DATE;
(B)
BY EITHER THE RECEIVER OR THE PURCHASER IF THE COURT HAS NOT
ENTERED THE SALE ORDER ON OR BEFORE APRIL 30, 2013; PROVIDED, HOWEVER, THAT THE
RIGHT TO TERMINATE THIS AGREEMENT UNDER THIS SECTION 10.2(B) SHALL NOT BE
AVAILABLE TO ANY PARTY WHO IS IN BREACH OF ANY REPRESENTATION, WARRANTY,
COVENANT OR