respects as of such date; provided,
however, that notwithstanding anything herein to the contrary, this
Section 6.1(a) shall be deemed to have been satisfied even if such
representations or warranties are not true and correct unless the failure of
such representations or warranties to be so true and correct, in the aggregate,
has had, or is reasonably likely to have, a Material Adverse Effect on the
Company.
(B)
COVENANTS. ALL OF THE COVENANTS, AGREEMENTS, UNDERTAKINGS AND
OBLIGATIONS THAT SELLER IS REQUIRED TO PERFORM OR TO COMPLY WITH AT OR PRIOR TO
CLOSING PURSUANT TO THIS AGREEMENT AND THE AGREEMENT, DATED AS OF MAY 3, 2006,
AMONG MCKINSEY & COMPANY, INC. UNITED STATES, SELLER AND BUYER, SHALL HAVE BEEN
DULY PERFORMED AND SUBSTANTIALLY COMPLIED WITH IN ALL MATERIAL RESPECTS OR IF
BREACHED, SHALL HAVE BEEN REMEDIED, CURED OR WAIVED AT OR PRIOR TO THE CLOSING.
(C)
NO INJUNCTION. NO TEMPORARY RESTRAINING ORDER, PRELIMINARY OR
PERMANENT INJUNCTION OR OTHER ORDER ISSUED BY A GOVERNMENTAL ENTITY PROHIBITING,
PREVENTING OR ENJOINING THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
SHALL BE IN EFFECT.
(D)
CONSENTS. EACH OF THE CONSENTS, REGISTRATIONS, APPROVALS,
DECLARATIONS, PERMITS OR AUTHORIZATIONS SET FORTH IN SCHEDULE 6.1(D) OF THE
DISCLOSURE SCHEDULE SHALL HAVE BEEN OBTAINED AND BE IN FULL FORCE AND EFFECT.
(E)
RESIGNATIONS. EACH OF THE MEMBERS OF THE BOARD OF MANAGERS OF THE
COMPANY SHALL HAVE TENDERED HIS OR HER WRITTEN RESIGNATION FROM THE BOARD OF
MANAGERS EFFECTIVE UPON CONSUMMATION OF THE CLOSING.
(F)
SELLER PARENT GUARANTEE. SELLER PARENT SHALL HAVE DELIVERED A
GUARANTEE SUBSTANTIALLY IN THE FORM OF ANNEX 6.1(F) HERETO (THE "SELLER PARENT
GUARANTEE").
(G)
REDEMPTION OF FINANCIAL DEBT. THE FINANCIAL DEBT SHALL HAVE BEEN
REDEEMED IN WHOLE.
(H)
AUDIT REPORTS AND CONSENTS. BUYER SHALL HAVE RECEIVED (I) MANUALLY
SIGNED COUNTERPARTS OF THE REPORTS OF MOORE STEPHENS FROST AND ERNST & YOUNG LLP
WITH RESPECT TO THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY DESCRIBED IN
SECTION 3.6(A)(I) AND (II) CONSENTS, MANUALLY SIGNED BY EACH OF MOORE STEPHENS
FROST AND ERNST & YOUNG LLP, TO BUYER'S INCLUSION OF SUCH REPORTS IN THE REPORT
ON FORM 8-K TO BE FILED BY BUYER PURSUANT TO THE SECURITIES EXCHANGE ACT IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND BUYER'S
INCORPORATION BY REFERENCE OF SUCH REPORTS IN BUYER'S REGISTRATION STATEMENTS ON
FORMS S-3 AND S-8 UNDER THE SECURITIES ACT, FOR WHICH BUYER SHALL HAVE PROVIDED
TO SELLER PRIOR TO CLOSING THE APPLICABLE REGISTRATION FILE NUMBERS.
25
SECTION 6.2
CONDITIONS TO OBLIGATIONS OF SELLER. THE OBLIGATION OF
SELLER TO CONSUMMATE THE SALE OF THE MEMBERSHIP INTERESTS AND TO TAKE THE OTHER
ACTIONS TO BE TAKEN BY SELLER AT THE CLOSING IS SUBJECT TO THE SATISFACTION, AT
OR PRIOR TO THE CLOSING, OF EACH OF THE FOLLOWING CONDITIONS (ANY OF WHICH MAY
BE WAIVED IN WHOLE OR IN PART BY SELLER):
(A)
REPRESENTATIONS AND WARRANTIES. EACH OF THE REPRESENTATIONS AND
WARRANTIES OF BUYER SET FORTH IN THIS AGREEMENT, WHICH REPRESENTATIONS AND
WARRANTIES SHALL BE DEEMED FOR PURPOSES OF THIS SECTION 6.2(A) NOT TO INCLUDE