AND AS THOUGH THE CLOSING DATE HAD BEEN SUBSTITUTED FOR THE DATE OF
THIS AGREEMENT THROUGHOUT SUCH REPRESENTATIONS AND WARRANTIES, EXCEPT THAT ANY
SUCH REPRESENTATION OR WARRANTY EXPRESSLY MADE AS OF A SPECIFIED DATE SHALL ONLY
NEED TO HAVE BEEN TRUE ON AND AS OF SUCH DATE. IN DETERMINING THE ACCURACY OF
COMPANY REPRESENTATIONS FOR PURPOSES OF THIS SECTION 8.01(A), ANY DISCLOSURE
MADE PURSUANT TO SECTION 5.07, AND ANY DISCOVERY OF INFORMATION BY C&T OR MERGER
SUB FROM THE DATE OF THIS AGREEMENT UNTIL CLOSING, SHALL BE DISREGARDED IF C&T
HAS PROVIDED THE COMPANY WRITTEN NOTICE WITHIN TWENTY (20) DAYS OF RECEIPT OF
SUCH KNOWLEDGE OR UPDATED DISCLOSURE THAT C&T DEEMS THE NEW INFORMATION TO
CONSTITUTE A MATERIAL ADVERSE EFFECT;
(B)
THE COMPANY SHALL HAVE PERFORMED OR COMPLIED WITH IN ALL MATERIAL
RESPECTS ALL OF THE COVENANTS AND AGREEMENTS REQUIRED TO BE PERFORMED AND
COMPLIED WITH BY IT UNDER THIS AGREEMENT PRIOR TO THE CLOSING;
(C)
THE COMPANY SHALL HAVE OBTAINED, OR CAUSED TO BE OBTAINED, EACH
CONSENT AND APPROVAL NECESSARY IN ORDER THAT THE TRANSACTIONS CONTEMPLATED
HEREIN NOT CONSTITUTE A BREACH OR VIOLATION OF, OR RESULT IN A RIGHT OF
TERMINATION OR ACCELERATION OF, OR CREATION OF ANY LIEN ON ANY OF THE ASSETS OF
THE COMPANY PURSUANT TO THE PROVISIONS OF, ANY CONTRACT REQUIRED TO BE DISCLOSED
IN THE COMPANY DISCLOSURE SCHEDULE, AND NO GOVERNMENTAL ENTITY SHALL HAVE
INDICATED ITS OPPOSITION TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THAT IT DOES
NOT INTEND TO ACCREDIT THE SURVIVING CORPORATION;
(D)
ALL CONSENTS, APPROVALS OR EXEMPTIONS OF, OR OTHER ACTION BY, AND
ALL NOTICES, DECLARATIONS, FILINGS AND REGISTRATION WITH, GOVERNMENTAL ENTITIES
REQUIRED OR ADVISABLE FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREIN OR FOR C&T'S ATTAINMENT OF ITS ANTICIPATED ECONOMIC BENEFITS THEREOF
(INCLUDING, WITHOUT LIMITATION, APPROVALS SPECIFIED IN SECTION 3.04 TO THE
COMPANY DISCLOSURE SCHEDULE), SHALL HAVE BEEN OBTAINED AND MADE IN FORM AND
MANNER REASONABLY ACCEPTABLE TO BOTH PARTIES HERETO, AND MADE, FREE OF ANY TERM,
CONDITION, RESTRICTION, IMPOSED LIABILITY OR OTHER PROVISION THAT WOULD, OR
WOULD REASONABLY BE EXPECTED TO, REQUIRE ANY (I) ADDITIONAL FINANCIAL OUTLAY OR
REDUCTION IN ANTICIPATED REVENUES BY THE COMPANY, SURVIVING CORPORATION OR C&T
OR (II) MATERIAL COMMITMENT OF NON-FINANCIAL RESOURCES TO ACCOMPLISH OR SATISFY
SAME;
(E)
THERE SHALL NOT BE THREATENED, INSTITUTED OR PENDING ANY ORDER,
ACTION OR PROCEEDING, BEFORE ANY GOVERNMENTAL ENTITY (I) CHALLENGING OR SEEKING
TO MAKE ILLEGAL, OR TO DELAY OR OTHERWISE DIRECTLY OR INDIRECTLY RESTRAIN OR
PROHIBIT, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR SEEKING TO
OBTAIN MATERIAL DAMAGES IN CONNECTION WITH SUCH TRANSACTIONS, (II) IMPOSING OR
SEEKING TO IMPOSE MATERIAL LIMITATIONS ON THE ABILITY OF C&T OR ANY OF ITS
AFFILIATES TO ACQUIRE OR HOLD OR TO EXERCISE FULL RIGHTS OF OWNERSHIP OF ANY
SECURITIES OF THE COMPANY, (III) SEEKING TO PROHIBIT DIRECT OR INDIRECT
OWNERSHIP OR OPERATION BY C&T OR ANY OF ITS AFFILIATES OF ALL OR ANY PORTION OF
THE BUSINESS OR ASSETS OF THE COMPANY, OR TO COMPEL C&T OR ANY OF ITS AFFILIATES
OR