RESPONSIBILITY SHALL NOT EXCEED $500,000.
(D)
THE CONSENTS TO THE TRANSFER OR ASSIGNMENT OF THE ASSUMED CONTRACTS SET
FORTH IN SCHEDULE 1.1(A) SHALL HAVE BEEN OBTAINED.
5.2
CONDITIONS TO OBLIGATIONS OF THE BUYER.
THE OBLIGATION OF THE
BUYER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT TO BE
CONSUMMATED AT THE CLOSING IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING
ADDITIONAL CONDITIONS (UNLESS WAIVED IN WRITING BY THE BUYER):
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN
THIS AGREEMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS, IN EACH CASE
AS OF THE DATE OF THIS AGREEMENT AND AS OF THE CLOSING DATE AS THOUGH MADE AS OF
THE CLOSING DATE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE
SPECIFICALLY MADE AS OF A PARTICULAR DATE (IN WHICH CASE SUCH REPRESENTATIONS
AND WARRANTIES SHALL BE TRUE AND CORRECT AS OF SUCH DATE);
(B)
THE SELLERS SHALL HAVE PERFORMED OR COMPLIED IN ALL MATERIAL
RESPECTS WITH ITS AGREEMENTS AND COVENANTS REQUIRED TO BE PERFORMED OR COMPLIED
WITH UNDER THIS AGREEMENT AS OF OR PRIOR TO THE CLOSING;
(C)
NO LEGAL PROCEEDING AFFECTING THE ACQUIRED BUSINESS SHALL BE
PENDING OR THREATENED WHEREIN AN UNFAVORABLE JUDGMENT, ORDER, DECREE,
STIPULATION OR INJUNCTION WOULD
16
(I) PREVENT CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
(II) CAUSE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT TO BE RESCINDED
FOLLOWING CONSUMMATION OR (III) AFFECT ADVERSELY THE RIGHT OF THE BUYER TO
OWN/LEASE (AS APPROPRIATE), OPERATE OR CONTROL ANY OF THE ACQUIRED ASSETS, OR TO
CONDUCT THE ACQUIRED BUSINESS AS CURRENTLY CONDUCTED, FOLLOWING THE CLOSING, AND
NO SUCH JUDGMENT, ORDER, DECREE, STIPULATION OR INJUNCTION SHALL BE IN EFFECT;
(D)
SELLERS SHALL HAVE MODIFIED EACH UNION CONTRACT IN A MANNER
ACCEPTABLE TO BUYER, ENABLING BUYER TO SIGN AND REGISTER ITS OWN UNION CONTRACT;
(E)
THE SELLERS SHALL HAVE DELIVERED TO THE BUYER THE SELLERS
CERTIFICATE;
(F)
THE SELLERS SHALL HAVE DELIVERED TO THE BUYER AN UPDATE, AS OF
THE CLOSING DATE, OF EACH LIST CONTAINED IN THE DISCLOSURE SCHEDULE THAT LISTS
OR DESCRIBES ACQUIRED ASSETS;
(G)
THE SELLERS SHALL HAVE DELIVERED TO THE BUYER DOCUMENTS EVIDENCING
THE RELEASE OR TERMINATION OF ALL SECURITY INTERESTS ON THE ACQUIRED ASSETS, AND
COPIES OF ANY DOCUMENTATION FILED OR RECORDED ON THE PUBLIC RECORD TERMINATING
SUCH SECURITY INTERESTS, IF ANY;
(H)
EACH PERSON LISTED ON SCHEDULE 5.2(I) HERETO SHALL HAVE EVIDENCED
SUCH PERSON'S ACCEPTANCE OF THE EMPLOYMENT OFFER OF BUYER BY COUNTERSIGNING AND
DELIVERING AN EMPLOYMENT OFFER LETTER IN FORM AND SUBSTANCE SATISFACTORY TO THE
BUYER OR SELLER SHALL HAVE REPLACED SUCH PERSON WITH AN PERSON REASONABLY
ACCEPTABLE TO BUYER (BUYER CANNOT UNREASONABLY REFUSE TO ACCEPT SUCH
REPLACEMENT);
(I)
THE SELLERS SHALL HAVE EXECUTED AND DELIVERED TO THE BUYER THE
TRANSITION SERVICES AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS
EXHIBIT D-1 (THE "TRANSITION SERVICES AGREEMENT");
(J)
THE SELLERS SHALL HAVE EXECUTED AND DELIVERED THE MODIFICATION TO
THE MANUFACTURING AGREEMENT, WHICH SHALL TERMINATE THE MANUFACTURING AGREEMENT
WITH RESPECT TO MEXICAN OPERATIONS AND TRANSFER TO FOXCONN THE MANUFACTURING
AGREEMENT