CAUSED TO
BE EXECUTED AND DELIVERED TO PURCHASER THE AGREEMENTS AND DOCUMENTS IDENTIFIED
IN SECTION 2.3(B) TO BE DELIVERED TO PURCHASER BY OR ON BEHALF OF SELLER, AND
EACH SUCH AGREEMENT AND DOCUMENT SHALL BE IN FULL FORCE AND EFFECT.
7.4
NO MATERIAL ADVERSE EFFECT.
SINCE THE DATE OF THIS AGREEMENT
THERE SHALL HAVE BEEN NO EVENT, CONDITION, CHANGE, DEVELOPMENT OR OTHER MATTER,
OR ANY WORSENING OF ANY EXISTING EVENT, CONDITION, CHANGE, DEVELOPMENT OR OTHER
MATTER THAT, INDIVIDUALLY OR IN COMBINATION WITH ANY OTHER EVENT, CONDITION,
CHANGE, DEVELOPMENT OR OTHER MATTER OR WORSENING THEREOF, HAS HAD OR COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
7.5
ORDERS.
THE BANKRUPTCY COURT SHALL HAVE ENTERED THE BIDDING
PROCEDURES ORDER AND THE SALE ORDER AND SUCH ORDERS SHALL HAVE BECOME A FINAL
ORDER.
7.6
EXECUTORY CONTRACTS.
THE BANKRUPTCY COURT SHALL HAVE APPROVED AND
AUTHORIZED THE ASSUMPTION AND ASSIGNMENT OF THE CONTRACTS TO BE IDENTIFIED ON
THE ASSIGNMENT AGREEMENT.
7.7
KEY SOFTWARE LICENSES.
PURCHASER SHALL HAVE OBTAINED THE RIGHT TO
ASSUME AND ASSIGN, OR OTHERWISE OBTAINED CONSENT OF THE APPLICABLE LICENSORS
WITH RESPECT TO, THE KEY SOFTWARE LICENSES SO AS TO ASSURE THE CONTINUED
AVAILABILITY OF SUCH LICENSED SOFTWARE TO PURCHASER FROM AND AFTER THE CLOSING
ON TERMS AND CONDITIONS REASONABLY ACCEPTABLE TO PURCHASER.
7.8
NO PROCEEDINGS.
SINCE THE DATE OF THIS AGREEMENT, THERE SHALL NOT
HAVE BEEN COMMENCED AGAINST PURCHASER, OR AGAINST ANY PERSON AFFILIATED WITH
PURCHASER, ANY PROCEEDING (A) INVOLVING ANY MATERIAL CHALLENGE TO, OR SEEKING
MATERIAL DAMAGES OR OTHER MATERIAL RELIEF IN CONNECTION WITH, THE ACQUISITION,
OR (B) THAT MAY HAVE THE EFFECT OF PREVENTING, MATERIALLY DELAYING, MAKING
ILLEGAL OR OTHERWISE MATERIALLY INTERFERING WITH THE ACQUISITION.
7.9
GOVERNMENTAL APPROVALS.
ALL CONSENTS, APPROVALS AND
AUTHORIZATIONS OF ANY GOVERNMENTAL ENTITY REQUIRED IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL HAVE BEEN OBTAINED, IN EACH
CASE, WITHOUT (A) THE IMPOSITION OF CONDITIONS, (B) THE REQUIREMENT OF
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DIVESTING PURCHASER OF ANY ASSETS OR PROPERTY OR (C) THE REQUIREMENT OF
EXPENDITURE OF MONEY BY PURCHASER TO A THIRD PARTY IN EXCHANGE FOR ANY SUCH
CONSENT.
7.10
ACCOUNTS RECEIVABLE AND INVENTORY.
THE VALUE OF THE (A) ACCOUNTS
RECEIVABLE OF SELLER, AS SET FORTH IN A BALANCE SHEET DELIVERED TO PURCHASER ON
THE DAY PRIOR TO THE DATE ON WHICH THE CLOSING IS SCHEDULED TO OCCUR, PLUS (B)
INVENTORY AS SET FORTH ON THE PRELIMINARY ESTIMATE SHALL BE EQUAL TO OR GREATER
THAN THE CLOSING DATE PAYMENT.
ARTICLE 8
CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE
The obligation of Seller to consummate the Acquisition shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any or all
of which may be waived only by Seller, in whole or in part, to the extent
permitted by applicable Legal Requirements:
8.1
ACCURACY OF REPRESENTATIONS.
(A) EACH OF THE REPRESENTATIONS AND
WARRANTIES OF PURCHASER IN THIS AGREEMENT THAT IS QUALIFIED AS TO MATERIALITY
SHALL BE TRUE AND CORRECT IN EACH CASE AS OF THE DATE OF THIS AGREEMENT AND