AND AS OF THAT TIME EXCEPT (A) FOR CHANGES SPECIFICALLY PERMITTED
BY OR DISCLOSED PURSUANT TO THIS AGREEMENT, AND (B) THAT THOSE REPRESENTATIONS
AND WARRANTIES WHICH ADDRESS MATTERS ONLY AS OF A PARTICULAR DATE SHALL REMAIN
TRUE AND CORRECT AS OF SUCH DATE.
THE BUYERS SHALL HAVE PERFORMED AND COMPLIED
WITH ALL OF ITS OBLIGATIONS REQUIRED BY THIS AGREEMENT TO BE PERFORMED OR
COMPLIED WITH AT OR PRIOR TO THE CLOSING DATE.
THE BUYERS SHALL HAVE DELIVERED
TO THE SELLERS A CERTIFICATE, DATED AS OF THE CLOSING DATE, AND SIGNED BY AN
OFFICER THEREOF, CERTIFYING THAT SUCH REPRESENTATIONS AND WARRANTIES ARE TRUE
AND CORRECT, AND THAT ALL SUCH OBLIGATIONS HAVE BEEN PERFORMED AND COMPLIED
WITH, IN ALL MATERIAL RESPECTS.
SECTION 9.2
CONSIDERATION.
AT THE CLOSING,
THE BUYERS SHALL HAVE PAID THE PURCHASE PRICE TO THE SHAREHOLDERS.
32
SECTION 9.3
NO ORDER OR INJUNCTION.
THERE
SHALL NOT BE PENDING BY OR BEFORE ANY COURT OR OTHER GOVERNMENTAL BODY AN ORDER
OR INJUNCTION RESTRAINING OR PROHIBITING THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 9.4
CLOSING DELIVERIES BY THE
BUYERS.
AT THE CLOSING, THE BUYERS SHALL DELIVER TO THE SELLERS, EVIDENCE OF
THE AUTHORITY OF EACH PERSON EXECUTING THE AGREEMENT AND ANY TRANSACTION
DOCUMENT ON BEHALF OF THE BUYERS AND EVIDENCE OF AUTHORITY AND POWER OF EACH OF
THE BUYERS TO ENTER INTO THE AGREEMENT AND ANY TRANSACTION DOCUMENT AND PERFORM
ITS OBLIGATIONS THEREUNDER AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED THEREBY,
IN EACH CASE IN FORM AND SUBSTANCE SATISFACTORY TO THE SELLERS.
ARTICLE X
OTHER AGREEMENTS
SECTION 10.1
FURTHER ASSURANCES.
EACH OF THE
SELLERS AND BUYERS SHALL, AND SHALL CAUSE EACH OF THE ACQUIRED COMPANIES TO,
TAKE ALL COMMERCIALLY REASONABLE ACTIONS NECESSARY TO COMPLY PROMPTLY WITH ALL
LEGAL REQUIREMENTS WHICH MAY BE IMPOSED ON THEMSELVES AND WILL PROMPTLY
COOPERATE WITH AND FURNISH INFORMATION TO EACH OTHER IN CONNECTION WITH ANY SUCH
REQUIREMENTS IMPOSED UPON ANY OF THEM.
SECTION 10.2
PUBLICITY.
EXCEPT AS MUTUALLY
AGREED IN WRITING BY THE PARTIES, THERE SHALL BE NO PRESS RELEASE OR OTHER
ANNOUNCEMENT CONCERNING THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY,
IT BEING ACKNOWLEDGED AND AGREED THAT A PRESS RELEASE ANNOUNCING THE TRANSACTION
WILL BE ISSUED AND THAT GENPACT LIMITED WILL FILE AN 8-K WITH THE SEC RESPECTING
THE TRANSACTIONS.
SECTION 10.3
NO ADDITIONAL REPRESENTATIONS.
THE
BUYERS ACKNOWLEDGE THAT NEITHER THE SELLERS, THE ACQUIRED COMPANIES NOR ANY
OTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO
THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE SELLERS OR THE
ACQUIRED COMPANIES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE
TRANSACTION DOCUMENT AND IN THE RELATED AGREEMENTS.
EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V AND VI, THE
SELLERS DO NOT MAKE ANY REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED, AT LAW OR
IN EQUITY, IN RESPECT OF THE SELLERS OR THE ACQUIRED COMPANIES OR ANY OF THE
ASSETS, LIABILITIES OR OPERATIONS OF THE SELLERS OR THE ACQUIRED COMPANIES, AND
THE BUYERS EXPRESSLY DISCLAIM ANY SUCH REPRESENTATION OR WARRANTY, PROVIDED THAT
THIS DISCLAIMER SHALL