that remain unfulfilled or unsatisfied):
8.1
ACCURACY OF REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND WARRANTIES OF BUYER SET FORTH IN ARTICLE 5 SHALL BE TRUE
AND CORRECT ON AND AS OF THE CLOSING WITH THE SAME FORCE AND EFFECT AS IF THEY
HAD BEEN MADE ON THE CLOSING DATE (EXCEPT FOR ANY SUCH REPRESENTATIONS OR
WARRANTIES SHALL BE TRUE AND CORRECT, AND SUCH REPRESENTATIONS AND WARRANTIES
SHALL BE TRUE AND CORRECT ON AND AS OF SUCH SPECIFIED DATE OR DATES) EXCEPT TO
THE EXTENT THE FAILURE OF SUCH REPRESENTATIONS AND WARRANTIES TO BE SO TRUE AND
CORRECT DOES NOT HAVE A MATERIAL ADVERSE EFFECT ON BUYER, AND AT THE CLOSING
SELLER SHALL HAVE RECEIVED A CERTIFICATE TO SUCH EFFECT EXECUTED BY AN OFFICER
OF BUYER.
49
8.2
COVENANTS.
BUYER SHALL HAVE PERFORMED AND
COMPLIED IN ALL MATERIAL RESPECTS WITH ALL OF ITS COVENANTS CONTAINED IN
ARTICLE 6 AND ARTICLE 7 ON OR BEFORE THE CLOSING (TO THE EXTENT THAT SUCH
COVENANTS REQUIRE PERFORMANCE BY BUYER ON OR BEFORE THE CLOSING), AND AT THE
CLOSING SELLER SHALL HAVE RECEIVED A CERTIFICATE TO SUCH EFFECT EXECUTED BY AN
OFFICER OF BUYER.
8.3
COMPLIANCE WITH LAW; NO LEGAL RESTRAINTS; NO
LITIGATION.
THERE SHALL NOT BE ISSUED, ENACTED OR ADOPTED ANY ORDER, DECREE,
TEMPORARY, PRELIMINARY OR PERMANENT INJUNCTION, LEGISLATIVE ENACTMENT, STATUTE,
REGULATION, ACTION OR PROCEEDING, OR ANY JUDGMENT OR RULING BY ANY GOVERNMENTAL
AUTHORITY THAT PROHIBITS OR RENDERS ILLEGAL OR IMPOSES LIMITATIONS ON THE ASSET
PURCHASE OR ANY OTHER MATERIAL TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
8.4
GOVERNMENT CONSENTS.
THERE SHALL HAVE BEEN
OBTAINED AT OR PRIOR TO THE CLOSING DATE SUCH PERMITS OR AUTHORIZATIONS, AND
THERE SHALL HAVE BEEN TAKEN ALL SUCH OTHER ACTIONS BY ANY GOVERNMENTAL AUTHORITY
OR OTHER REGULATORY AUTHORITY HAVING JURISDICTION OVER THE PARTIES AND THE
ACTIONS HEREIN PROPOSED TO BE TAKEN, AS MAY BE REQUIRED TO LAWFULLY CONSUMMATE
THE ASSET PURCHASE.
8.5
SECRETARY CERTIFICATES.
SELLER SHALL HAVE
RECEIVED CERTIFICATES EXECUTED BY THE SECRETARY OR ASSISTANT SECRETARY OF BUYER
CERTIFYING:
(A)
THE RESOLUTIONS DULY ADOPTED BY THE BOARD
OF DIRECTORS OF BUYER AUTHORIZING THE EXECUTION OF THIS AGREEMENT AND THE
EXECUTION, PERFORMANCE AND DELIVERY OF ALL AGREEMENTS, DOCUMENTS AND
TRANSACTIONS CONTEMPLATED HEREBY; AND
(B)
THE INCUMBENCY OF THE OFFICERS OF EACH
ENTITY EXECUTING THIS AGREEMENT AND ALL AGREEMENTS AND DOCUMENTS CONTEMPLATED
HEREBY.
8.6
OPINION OF BUYER'S LEGAL COUNSEL.
SELLER
SHALL HAVE RECEIVED FROM SHEARMAN & STERLING LLP, LEGAL COUNSEL TO THE BUYER, AN
OPINION OPINING TO THE MATTERS SET FORTH IN EXHIBIT H.
8.7
BUYER GOOD STANDING CERTIFICATES.
SELLER
SHALL HAVE RECEIVED CERTIFICATES FROM THE DELAWARE SECRETARY OF STATE CERTIFYING
THAT BUYER IS IN GOOD STANDING IN SUCH JURISDICTION.
8.8
SELLER STOCKHOLDER APPROVALS.
THE ASSET
PURCHASE AND THIS AGREEMENT SHALL HAVE BEEN DULY AND VALIDLY APPROVED AND
ADOPTED, AS REQUIRED BY APPLICABLE LAW AND SELLER'S CERTIFICATE OF INCORPORATION
AND BYLAWS, EACH AS IN EFFECT ON THE DATE OF SUCH APPROVAL AND ADOPTION, BY THE
REQUISITE VOTE OR WRITTEN CONSENT OF THE SELLER STOCKHOLDERS AND BY THE
REQUISITE WRITTEN CONSENT OF