WORDS OF SIMILAR IMPORT, AS TO
WHICH THEY SHALL BE TRUE AND CORRECT IN ALL RESPECTS) AS OF THE CLOSING TIME
(UNLESS SUCH REPRESENTATION OR WARRANTY EXPRESSLY REFERS TO AN EARLIER TIME)
WITH THE SAME EFFECT AS IF MADE AT AND AS OF THE CLOSING TIME, EXCEPT TO THE
EXTENT THAT ANY BREACH OF SUCH REPRESENTATIONS AND WARRANTIES ARISES FROM THE
ACTIONS OF THE BUYER WHICH ARE REQUIRED BY THIS AGREEMENT OR ARE CONSENTED TO BY
SELLERS;
(B)
THE BUYER SHALL HAVE COMPLIED WITH AND PERFORMED IN ALL MATERIAL
RESPECTS ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT ON ITS PART TO BE
PERFORMED OR COMPLIED WITH AT OR BEFORE CLOSING, EXCEPT TO THE EXTENT THAT ANY
BREACH OF SUCH OBLIGATIONS IS CONSENTED TO BY THE SELLERS;
(C)
THE BUYER SHALL HAVE ENTERED INTO THE ESCROW AGREEMENT;
(D)
THE BUYER CONSENTS AND APPROVALS SHALL HAVE BEEN OBTAINED WITH NO
CONDITIONS OTHER THAN THOSE AGREED TO IN WRITING BY THE SELLERS, ACTING
REASONABLY, OR COMPLIED WITH ON OR BEFORE THE CLOSING.
THE BUYER CONSENTS AND
APPROVALS SHALL BE IN FORM AND HAVE TERMS SATISFACTORY TO THE SELLERS, ACTING
REASONABLY; AND
(E)
THE BUYER SHALL HAVE DELIVERED TO THE SELLERS A CERTIFICATE TO THE
EFFECT THAT EACH OF THE CONDITIONS SPECIFIED ABOVE IN SECTION 7.2(A)-(D) IS
SATISFIED IN ALL RESPECTS.
The Sellers may waive any condition specified in Section 7.2 if it executes a
notice in writing so stating at or prior to the Closing; provided, however, that
upon Closing the Sellers shall be deemed to have waived any condition in this
Section 7.2 that has not been satisfied.
If any of the conditions specified in
Section 7.2 are not complied with or waived by the Sellers on or before the
Closing Date (provided such non-compliance did not arise from the acts or
omissions of the Sellers), the Sellers may terminate this Agreement by written
notice to the Buyer.
ARTICLE VIII.
REMEDIES FOR BREACHES OF THIS AGREEMENT
SECTION 8.1
SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS.
ALL OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF
THE PARTIES CONTAINED IN THIS AGREEMENT AND ANY CERTIFICATES DELIVERED AT
CLOSING SHALL SURVIVE THE CLOSING HEREUNDER (BUT NOT IF NOTICE OF A BREACH IS
PROVIDED PURSUANT TO SECTION 5.6) AND CONTINUE IN FULL FORCE AND EFFECT FOR,
WITH RESPECT TO THE COVENANTS SPECIFIED IN ARTICLE VI, THE PERIODS PROVIDED
THEREIN, AND, WITH RESPECT TO ALL OTHER REPRESENTATIONS, WARRANTIES AND
AGREEMENTS, A PERIOD OF NINETEEN (19) MONTHS FOLLOWING THE CLOSING DATE (OR
LESSER PERIOD SPECIFIED BY ANY APPLICABLE STATUTES OF LIMITATIONS).
THE
NINETEEN (19) MONTH PERIOD SET FORTH IN THIS SECTION 8.1 SHALL NOT APPLY WITH
RESPECT TO ANY REPRESENTATION OR WARRANTY SET FORTH IN SECTIONS 3.1(D) AND 4.17,
WHICH REPRESENTATIONS AND WARRANTIES SHALL SURVIVE THE CLOSING UNTIL, WITH
RESPECT TO SECTION 3.1(D), FOR 48 MONTHS AFTER THE CLOSING, AND, WITH RESPECT TO
SECTION 4.17, THE DATE OF EXPIRATION OF THE APPLICABLE STATUTES OF LIMITATIONS
FOR THE COLLECTION OF THE APPLICABLE TAX.
SECTION 8.2
INDEMNIFICATION PROVISIONS