that the Company shall not have any obligation hereunder to any Indemnified
Party if and when a court of competent jurisdiction shall ultimately determine
that the indemnification of such Indemnified
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Party in the manner contemplated hereby is prohibited by applicable law.
The
Company will not effect any settlement which would impose any ongoing obligation
upon an Indemnified Party (including, but not limited to, injunctive relief)
absent the prior written consent of the affected Indemnified Party.
This Section 7.15 is intended to benefit the Company, the Buyer and the
Indemnified Parties and their respective heirs, attorneys and estates, and shall
be binding on all successors and assigns of the Company and the Buyer.
ARTICLE VIII
CONDITIONS TO BUYER'S OBLIGATIONS
The obligation of Buyer to consummate the transactions contemplated hereby at
the Closing shall be subject to the satisfaction (or waiver) on or prior to the
Closing Date of all of the following conditions:
8.1.
REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT .
ALL OF THE
REPRESENTATIONS AND WARRANTIES OF EACH OF THE STOCKHOLDERS AND THE COMPANY
CONTAINED IN THIS AGREEMENT, IN ANY ANCILLARY AGREEMENT OR IN ANY WRITTEN
CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, SHALL BE TRUE AND CORRECT ON
THE DATE OF THIS AGREEMENT, SUCH ANCILLARY AGREEMENT OR SUCH CERTIFICATE, AS THE
CASE MAY BE, AND SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF
THE CLOSING DATE AS IF MADE ON AND AS OF THE CLOSING DATE (EXCEPT FOR
REPRESENTATIONS AND WARRANTIES THAT EXPRESSLY RELATE TO A DATE EARLIER THAN THE
CLOSING DATE WHICH SHALL CONTINUE TO BE TRUE AND CORRECT AS OF THE SPECIFIED
DATE AND EXCEPT FOR REPRESENTATIONS AND WARRANTIES THAT CONTAIN MATERIAL ADVERSE
EFFECT OR OTHER MATERIALITY QUALIFICATIONS, WHICH SHALL BE TRUE AND CORRECT IN
ALL RESPECTS).
8.2.
COVENANTS AND AGREEMENTS PERFORMED.
EACH OF THE STOCKHOLDERS AND
THE COMPANY SHALL HAVE PERFORMED OR COMPLIED WITH IN ALL MATERIAL RESPECTS, OR
DELIVERED, ALL COVENANTS, AGREEMENTS, CONDITIONS OR DOCUMENTS REQUIRED BY THIS
AGREEMENT TO BE PERFORMED, COMPLIED WITH, OR DELIVERED BY EACH OF THE
STOCKHOLDERS AND THE COMPANY PRIOR TO OR ON THE CLOSING DATE.
8.3.
STOCKHOLDERS' AND COMPANY CLOSING CERTIFICATES.
BUYER SHALL HAVE
BEEN FURNISHED WITH (I) A CERTIFICATE EXECUTED BY THE COMPANY (THE "COMPANY
CLOSING CERTIFICATE") AND (II) A CERTIFICATE EXECUTED BY THE STOCKHOLDERS'
REPRESENTATIVE (ON BEHALF OF THE STOCKHOLDERS) (THE "STOCKHOLDER CLOSING
CERTIFICATE"), RESPECTIVELY, IN EACH CASE DATED THE CLOSING DATE, CERTIFYING
THAT THE CONDITIONS SET FORTH IN SECTIONS 8.1 AND 8.2 HAVE, WITH RESPECT TO THE
COMPANY AND THE STOCKHOLDERS, RESPECTIVELY, BEEN FULFILLED (OR WAIVED) AT OR
PRIOR TO THE CLOSING DATE.
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8.4.
NO PROHIBITION OR PROCEEDINGS.
NO STATUTE, RULE OR REGULATION, OR
ORDER OF ANY COURT OR ADMINISTRATIVE AGENCY SHALL BE IN EFFECT, AND NO ACTION OR
PROCEEDING SHALL BE PENDING OR THREATENED, THAT PROHIBITS BUYER FROM
CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ABILITY OF THE COMPANY
AND EACH OF ITS SUBSIDIARIES TO CONDUCT ITS BUSINESS SUBSTANTIALLY IN THE MANNER
THAT SUCH BUSINESS WAS BEING