THE "CODE"), AND ANY RELATED REPORTING REQUIREMENTS OF THE CODE:
(I)
SELLER AND PURCHASER SHALL DESIGNATE THE
ESCROW AGENT AS THE PERSON TO BE RESPONSIBLE FOR ALL INFORMATION REPORTING UNDER
SECTION 6045(E) OF THE CODE;
(II)
SELLER AND PURCHASER SHALL PROVIDE TO THE
ESCROW AGENT ALL INFORMATION AND CERTIFICATIONS REGARDING SUCH PARTY, AS
REASONABLY REQUESTED BY THE ESCROW AGENT OR OTHERWISE REQUIRED TO BE PROVIDED BY
A PARTY TO THE TRANSACTION DESCRIBED HEREIN UNDER SECTION 6045 OF THE CODE; AND
(III)
SELLER AND PURCHASER SHALL PROVIDE TO THE
ESCROW AGENT SUCH PARTY'S TAXPAYER IDENTIFICATION NUMBER AND A STATEMENT (ON
INTERNAL REVENUE SERVICE FORM W-9 OR AN ACCEPTABLE SUBSTITUTE FORM), SIGNED
UNDER PENALTIES OF PERJURY, CONFIRMING SUCH TAXPAYER IDENTIFICATION NUMBER.
2.06
INDEPENDENT CONSIDERATION.
CONTEMPORANEOUSLY
WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, PURCHASER HAS PAID TO SELLER
AS FURTHER CONSIDERATION FOR THIS AGREEMENT, IN CASH, THE SUM OF $100.00, IN
ADDITION TO THE DEPOSIT AND THE PURCHASE PRICE, AND INDEPENDENT OF
12
ANY OTHER CONSIDERATION PROVIDED HEREUNDER, WHICH INDEPENDENT CONSIDERATION IS
FULLY EARNED BY SELLER AND IS NON-REFUNDABLE UNDER ANY CIRCUMSTANCES.
ARTICLE III
CLOSING
3.01
CLOSING.
THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (THE "CLOSING") SHALL TAKE PLACE AT THE OFFICES
OF THE TITLE COMPANY OR AT SUCH OTHER LOCATION AS THE PARTIES MAY MUTUALLY AGREE
ON THE THIRD BUSINESS DAY FOLLOWING THE DATE UPON WHICH ALL THE CONDITIONS
PRECEDENT SET FORTH IN SECTIONS 3.02, 3.03 AND 3.04 ARE SATISFIED OR WAIVED BY
THE APPROPRIATE PARTY HERETO, OR ON SUCH OTHER DATE AS THE PARTIES MAY MUTUALLY
AGREE IN WRITING; PROVIDED, THAT SUCH DATE MUST OCCUR ON ANY DAY BETWEEN AND
INCLUDING THE FOURTH AND TWENTY-SECOND DAY OF THE MONTH.
THE DATE ON WHICH THE
CLOSING SHALL OCCUR IS HEREINAFTER REFERRED TO AS THE "CLOSING DATE".
AT
CLOSING, THE EVENTS SET FORTH IN SECTIONS 3.02, 3.03 AND 3.04 OF THIS AGREEMENT
WILL OCCUR, IT BEING UNDERSTOOD THAT THE PERFORMANCE OR TENDER OF PERFORMANCE OF
ALL MATTERS SET FORTH IN SECTIONS 3.02, 3.03 AND 3.04 ARE CONDITIONS WHICH MAY
BE WAIVED ONLY BY THE PARTY FOR WHOSE BENEFIT THEY ARE INTENDED.
3.02
CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER AND
PURCHASER.
THE OBLIGATIONS OF PURCHASER AND SELLER UNDER THIS AGREEMENT TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY WILL BE SUBJECT TO SATISFACTION,
AT OR PRIOR TO CLOSING, OF THE CONDITIONS THAT:
(A)
HART-SCOTT-RODINO.
ALL APPLICABLE WAITING
PERIODS (AND ANY EXTENSIONS THEREOF) APPLICABLE TO THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT UNDER APPLICABLE U.S. AND FOREIGN ANTITRUST OR TRADE
REGULATION LAWS AND REGULATIONS, INCLUDING UNDER THE HSR ACT, SHALL HAVE EXPIRED
OR BEEN EARLIER TERMINATED AND NEITHER THE DEPARTMENT OF JUSTICE NOR THE FEDERAL
TRADE COMMISSION SHALL HAVE TAKEN ANY ACTION TO ENJOIN OR DELAY (FOR A PERIOD OF
LONGER THAN 120 DAYS) THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT;
(B)
NO LITIGATION.
THERE SHALL NOT BE IN EFFECT
A PRELIMINARY OR PERMANENT INJUNCTION, TEMPORARY RESTRAINING ORDER OR OTHER
JUDICIAL OR ADMINISTRATIVE ORDER OR DECREE, THE EFFECT OF WHICH PROHIBITS THE