Closing of each of the conditions set
forth below, except to the extent any such condition is waived by Purchaser.
Any such waiver shall be in writing and signed by Purchaser, except that any
condition set forth in this Article 3 shall be deemed waived by Purchaser if any
Seller Party provides written notice of such unsatisfied condition to Purchaser
at the Closing and Purchaser proceeds with and consummates the Closing.
3.1
REPRESENTATIONS AND WARRANTIES; COVENANTS.
EACH OF THE
REPRESENTATIONS AND WARRANTIES MADE BY HANCOCK, HOLDINGS, OR THE COMPANY IN THIS
AGREEMENT, INCLUDING THOSE SET FORTH IN ARTICLE 5 BELOW, SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AT AND AS OF THE CLOSING (EXCEPT FOR THOSE
REPRESENTATIONS WHICH REFER TO FACTS EXISTING AT A SPECIFIC DATE, WHICH SHALL BE
TRUE AND CORRECT AS OF SUCH DATE), AND EACH OF HANCOCK, HOLDINGS, AND THE
COMPANY SHALL HAVE PERFORMED, COMPLIED WITH, OR FULFILLED IN ALL MATERIAL
RESPECTS ALL OF THE COVENANTS AND AGREEMENTS REQUIRED TO BE PERFORMED BY IT
PURSUANT TO THIS AGREEMENT PRIOR TO OR AT THE CLOSING.
3.2
EMPLOYMENT AGREEMENTS; CONTINUATION OF SALARY REDUCTIONS.
EACH
OF THE EMPLOYMENT AGREEMENTS SHALL BE IN FULL FORCE AND EFFECT AS OF THE
CLOSING, EXCEPT TO THE EXTENT, IF ANY, A RESIGNATION REQUESTED BY PURCHASER
PURSUANT TO SECTION 2.12(G) RESULTS IN THE TERMINATION OF SUCH EMPLOYMENT
AGREEMENT.
THE COMPANY AND EACH OF THE KEY EMPLOYEES (OTHER THAN JOHN
FORBES) SHALL HAVE ENTERED INTO AN AMENDMENT TO THE EMPLOYMENT AGREEMENT
ACKNOWLEDGEMENT OR SEVERANCE AGREEMENT ACKNOWLEDGEMENT, AS THE CASE MAY BE,
BETWEEN THE COMPANY AND SUCH KEY EMPLOYEE PURSUANT TO AN AMENDMENT SUBSTANTIALLY
IN THE FORM ATTACHED AS EXHIBIT E.
EXCEPT FOR MODIFICATIONS EFFECTED PURSUANT
TO SUCH AMENDMENTS, THE PARTIES ACKNOWLEDGE AND AGREE THAT NOTHING SET FORTH IN
THIS AGREEMENT (INCLUDING ANYTHING IN THIS SECTION 3.2 OR IN SECTION 2.12(G)
ABOVE) IS INTENDED TO, OR SHALL BE INTERPRETED AS, MODIFYING ANY RIGHTS OR
OBLIGATIONS OF THE RESPECTIVE PARTIES PURSUANT TO ANY EMPLOYMENT AGREEMENT.
3.3
NONCOMPETITION AGREEMENTS.
EACH OF THE NONCOMPETITION
AGREEMENTS SHALL BE IN FULL FORCE AND EFFECT AS OF THE CLOSING.
3.4
OPINION OF LEGAL COUNSEL.
PURCHASER SHALL HAVE RECEIVED FROM
TAFT STETTINIUS & HOLLISTER LLP, COUNSEL FOR THE UC PARTIES, AN OPINION WITH
RESPECT TO THE MATTERS SET FORTH ON THE ATTACHED EXHIBIT F, WHICH
OPINION SHALL
BE ADDRESSED TO PURCHASER, DATED AS OF THE CLOSING DATE, AND IN FORM AND
SUBSTANCE SATISFACTORY TO PURCHASER.
3.5
PAYOFF LETTERS; DISCHARGE OF OLD MORTGAGE.
THE SELLER PARTIES
SHALL HAVE (I) DELIVERED TO PURCHASER A PAYOFF LETTER (IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO PURCHASER) FROM THE BANK OF AMERICA, N.A. WITH
RESPECT TO THE LONG-TERM DEBT AND EVIDENCE SATISFACTORY TO PURCHASER THAT UPON
PAYMENT OF THE AMOUNT SET FORTH IN SUCH PAYOFF LETTER AS OF THE CLOSING DATE,
ALL LIENS ON ASSETS OF THE UC PARTIES SECURING THE LONG-TERM DEBT WILL BE
RELEASED, (II) DELIVERED TO PURCHASER A PAYOFF LETTER (IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO PURCHASER) FROM THE HOLDER OF ANY INDEBTEDNESS