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reasonable judgement of Purchaser, Purchaser would be deprived of the material
benefits of its ownership of the Assets.
9.5 Satisfactory to Purchaser's Counsel. All actions, proceedings,
instruments and documents required to carry out this Agreement or incidental
thereto and all other related matters shall have been satisfactory to Munsch
Hardt Kopf & Harr, P.C., counsel for Purchaser.
9.6 No Material Adverse Effect. There shall not have occurred any
Material Adverse Effect. Purchaser shall receive a certificate from Seller,
dated as of the Closing Date and in form and substance satisfactory to
Purchaser, as to the fulfillment of the conditions set forth in this Section
9.6.
9.7 Consents. Seller shall have obtained all orders, approvals,
estoppel certificates or consents of third parties, including, without
limitation, any orders, approvals, certificates or consents deemed necessary by
counsel to Purchaser which shall be required to consummate the transactions
contemplated hereby, including, without limitation, consents to the assignment
of the Assumed Liabilities listed on Schedule 2.2.
9.8 [Intentionally Omitted]
9.9 Assurance from Tax Advisors. Purchaser and Parent shall have
received assurance from their tax advisors, in form and substance reasonably
acceptable to each of Purchaser and Parent, that the Transaction will not affect
the tax-free status of the Spin-off.
ARTICLE X
CONDITIONS TO OBLIGATIONS OF SELLER
The obligations of Seller to cause the sale of the Assets and the other
transactions contemplated hereby to occur at Closing shall be subject to the
satisfaction on or prior to the Closing Date of all of the following conditions,
except such conditions as Seller may waive in writing.
10.1 Representations and Warranties of Purchaser and Parent. All of the
representations and warranties of Purchaser and Parent contained in this
Agreement and in any Schedule or other disclosure in writing from Purchaser or
Parent shall have been true and correct when made, and shall be true and correct
on and as of the Closing Date with the same force and effect as though such
representations and warranties had been made on and as of the Closing Date,
except for such representations as are made as of a different date which shall
be true and correct as of such different date.
10.2 Covenants of Purchaser and Parent. All of the covenants and
agreements herein on the part of the Purchaser and Parent to be complied with or
performed on or before the Closing Date shall have been fully complied with and
performed.
10.3 Purchaser's/Parent's Certificate. There shall be delivered to
Seller a certificate dated as of the Closing Date and signed by the President or
a Vice President of Purchaser and