Common use of Agreements and Documents Clause in Contracts

Agreements and Documents. Parent and Merger Sub shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Noncompetition Agreements, in the form of Exhibit F, executed by --------- each of the Shareholders; (b) a Release, in the form of Exhibit G, executed by each of the --------- Shareholders; (c) a Shareholder Investment Certification, satisfactory in form and content to Parent, executed by each of the Shareholders receiving Parent Common Stock in the Merger; (d) dated as of a date not more than five days prior to the Closing Date and satisfactory in form and content to Parent, executed by OB-1 Associates; Western Financial Savings, Bank; Masco Properties; Xxxxxx Enterprises, a limited partnership; and Ad Art, Inc. and any other lessor under any real property lease to which the Company is a party as tenant or subtenant. (e) the legal opinion of Xxxxx X. Xxxxx, Esq., counsel to the Company and the Shareholders and dated as of the Closing Date, in the form of Exhibit H; --------- (f) a certificate executed by each of the Shareholders to the effect that each of the representations and warranties set forth in Sections 2 and 3 is accurate in all respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in Sections 7.1, 7.2, 7.3 and 7.4 have been duly satisfied (the "Closing Certificates"); (g) written resignations of all directors of the Company, effective as of the Effective Time; (h) a Continuity of Interest Certificate, executed by each of the Shareholders; and (i) a Spousal Consent, Power of Attorney and Waiver, in the form of Exhibit I, executed by each of the spouses (if any) of Xxxxx X. Xxxx, Xxxxxx X. --------- X'Xxxxx, and Xxx X. Xxxxxx.

Agreements and Documents. Parent Buyer and Merger Sub the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Noncompetition Agreements, in the form of Exhibit F, Employment Agreements executed by --------- each of the ShareholdersPrincipal Stockholders; (b) a Release, in the form of Exhibit G, Noncompetition Agreement executed by each of the --------- ShareholdersStockholders other than the Principal Stockholders; (c) a Shareholder Investment Certification, satisfactory in form and content to Parent, Release executed by each of the Shareholders receiving Parent Common Stock in the MergerStockholders; (d) an Investment Representation Letter executed by each of the Stockholders; (e) a Proprietary Information Agreement executed by all employees of the Company and all consultants and independent contractors to the Company who have not already signed such agreements; PROVIDED, HOWEVER, that the Company may deliver a Proprietary Information Agreement executed by independent contractor Xxxxx Xxxxxxx after the Closing; (f) the statement referred to in Section 5.5(a), executed by the Company; (g) an estoppel certificate, dated as of a date not more than five days prior to the Closing Date and satisfactory in form and content to ParentBuyer, executed by OB-1 Associates; Western Financial Savings, Bank; Masco Properties; Xxxxxx Enterprises, a limited partnership; and Ad Art, Inc. and any other lessor under any real property lease to which the Company is a party as tenant or subtenant.Xxxxxxxx Development Corp.; (eh) the legal opinion opinions of Xxxxx Xxxx X. XxxxxXxxxxxxx, Esq., counsel to the Company and the Shareholders and dated as of the Closing Date, in the form forms of Exhibit H; ---------EXHIBIT J; (fi) a certificate executed by the Stockholders and containing the representation and warranty of each of the Shareholders to the effect Stockholder that each of the representations and warranties set forth in Sections Section 2 and 3 is accurate in all respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in Sections 7.16.1, 7.26.2, 7.3 6.3 and 7.4 6.4 have been duly satisfied (the "Stockholders' Closing CertificatesCertificate");; and (gj) written resignations of all directors of the Company, effective as of the Effective Time; (h) a Continuity of Interest Certificate, executed by each of the Shareholders; and (i) a Spousal Consent, Power of Attorney and Waiver, in the form of Exhibit I, executed by each of the spouses (if any) of Xxxxx X. Xxxx, Xxxxxx X. --------- X'Xxxxx, and Xxx X. Xxxxxx.

Agreements and Documents. Parent ADAC and Merger Sub shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Noncompetition Agreements, Shareholder Investment Certifications in the form of Exhibit FB, --------- each dated as of the date of the Company Shareholders' Meeting or as of an earlier date, executed by --------- each of the ShareholdersCompany's shareholders; (b) Employment Agreements in the form of Exhibit C, executed by the ---------- persons identified herein; (c) Continuity of Interest Certificates in the form of Exhibit D, --------- executed by the holders of 1% or more of the Company Common Stock; (d) a Release, Release in the form of Exhibit G, executed by each of the Designated --------- Shareholders; (ce) a Shareholder Investment Certification, satisfactory in form and content to Parent, executed by each of the Shareholders receiving Parent Common Stock in the Merger; (d) dated as of a date not more than five days prior to the Closing Date and satisfactory in form and content to Parent, executed by OB-1 Associates; Western Financial Savings, Bank; Masco Properties; Xxxxxx Enterprises, a limited partnership; and Ad Art, Inc. and any other lessor under any real property lease to which the Company is a party as tenant or subtenant. (e) the legal opinion of Xxxxx X. XxxxxSmith, Esq.Mackinnon, counsel to the Company and the Shareholders and Greeley, Bowdoin & Xxxxxxx, P.A., dated as of the Closing Date, in the form of Exhibit H; --------- (f) a certificate executed by each of the Company and the Designated Shareholders to and containing the effect representation and warranty of each that each of the representations and warranties set forth in Sections Section 2 and 3 is accurate in all material respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in Sections 7.15.1, 7.25.2, 7.3 5.3, 5.4 and 7.4 5.7 have been duly satisfied (the "" Closing CertificatesCertificate"); (g) the written resignations of all directors and officers of the Company, effective as of the Effective Time; (h) a Continuity of Interest Certificate, executed by endorsed stock powers in blank from each of the ShareholdersDesignated Shareholders of the Company as required by Section 8.2; and (i) a Spousal ConsentUCC-3 termination statements and other appropriate documents reflecting the release of all liens against the Proprietary Assets (as defined in Section 5.9 below), Power including the registration of Attorney and Waiver, lien filed in the form of Exhibit IU.S. Copyright Office, executed by each and any against any other assets of the spouses (if any) Company, including the liens created thereon by those certain Security Agreements dated June 6, 1994 and September 12, 1994 and the Collateral Assignment of Xxxxx X. Xxxx, Xxxxxx X. --------- X'Xxxxx, and Xxx X. XxxxxxLicense Agreement.

Agreements and Documents. Parent and Merger Sub shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Noncompetition Agreements, in the form of Exhibit F, executed by --------- each of the Shareholders; (b) a Release, in the form of Exhibit G, executed by each of the --------- Shareholders; (c) a Shareholder Investment Certification, satisfactory in form and content to Parent, executed by each of the Shareholders receiving Parent Common Stock in the Merger; (d) dated as of a date not more than five days prior to the Closing Date and satisfactory in form and content to Parent, executed by OB-1 Associates; Western Financial Savings, Bank; Masco Properties; Xxxxxx Carson Enterprises, a limited partnership; and Ad Art, Inc. and any other lessor otxxx xxssor under any real property lease to which the Company is a party as tenant or subtenant. (e) the legal opinion of Xxxxx X. XxxxxBlair M. White, Esq., counsel to the Company and the Shareholders and dated as of the xxxxx xx xx xxe Closing Date, in the form of Exhibit H; ---------; (f) a certificate executed by each of the Shareholders to the effect that each of the representations and warranties set forth in Sections 2 and 3 is accurate in all respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in Sections 7.1, 7.2, 7.3 and 7.4 have been duly satisfied (the "Closing Certificates"); (g) written resignations of all directors of the Company, effective as of the Effective Time; (h) a Continuity of Interest Certificate, executed by each of the Shareholders; and (i) a Spousal Consent, Power of Attorney and Waiver, in the form of Exhibit I, executed by each of the spouses (if any) of Xxxxx X. XxxxTerry J. Long, Xxxxxx X. --------- X'XxxxxDaniel G. O'Leary, and Xxx X. XxxxxxLou A. Papais.

Agreements and Documents. Parent and Merger Sub the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Noncompetition Agreements, Employment Agreements in the form of Exhibit FEXHIBIT H, executed by --------- each of the Shareholdersindividuals identified on EXHIBIT G; (b) a Release, Noncompetition Agreements in the form of Exhibit GEXHIBIT F, executed by each of the --------- ShareholdersMajor Stockholders; (c) a Shareholder Investment Certification, satisfactory Releases in the form and content to Parentof EXHIBIT I, executed by each of the Shareholders receiving Parent Common Stock in the MergerMajor Stockholders; (d) dated as of a date not more than five days prior the statement referred to the Closing Date and satisfactory in form and content to ParentSection 5.12, executed by OB-1 Associates; Western Financial Savings, Bank; Masco Properties; Xxxxxx Enterprises, a limited partnership; and Ad Art, Inc. and any other lessor under any real property lease to which the Company is a party as tenant or subtenant.Company; (e) the documents listed as Exhibits to this Agreement set forth in Section 5.10(a); (f) a legal opinion of Xxxxx X. XxxxxXxxxxx Xxxxxx White & XxXxxxxxx LLP, Esq., counsel to the Company and the Shareholders and dated as of the Closing Date, in the form of Exhibit H; ---------EXHIBIT S; (fg) a certificate executed by each legal opinion of Xxxxxx Godward LLP (or, if Xxxxxx Godward LLP for any reason does not render such legal opinion, a legal opinion of Xxxxxx Xxxxxx White & XxXxxxxxx LLP), dated as of the Shareholders Closing Date, to the effect that each the Merger will constitute a reorganization within the meaning of Section 368 of the representations and warranties set forth Code (it being understood that, in Sections 2 and 3 is accurate rendering such opinion, such counsel may rely upon the tax representation letters referred to in all respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in Sections 7.1, 7.2, 7.3 and 7.4 have been duly satisfied (the "Closing Certificates"Section 5.5); (gh) written resignations of all directors and officers of the Company, effective as of the Effective Time; (hi) a Continuity an Underwriter Lock-up Agreement in the form of Interest CertificateEXHIBIT J, executed by each of the Shareholders; andMajor Stockholders; (ij) a Spousal Consent, Power of Attorney and Waiver, an Escrow Agreement in the form of Exhibit IEXHIBIT C, executed by the Stockholders' Agent and the Stockholders' Agent; (k) the Amended and Restated Investor Rights Agreement in the form of EXHIBIT Q, executed by each of the spouses Major Stockholders; (if anyl) the Amended and Restated Co-Sale Agreement in the form of Xxxxx X. XxxxEXHIBIT R, Xxxxxx X. --------- X'Xxxxxexecuted by each of the Major Stockholders; and (m) a certificate executed by the Chief Executive Officer of the Company and containing the representation and warranty of each of them that the conditions set forth in Sections 6.1, 6.2, 6.3, 6.4, 6.6 and Xxx X. Xxxxxx6.8 have been duly satisfied (the "Company Closing Certificate").

Agreements and Documents. Parent and Merger Sub the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Noncompetition Agreements, Employment Agreements in the form of Exhibit FEXHIBIT H, executed by --------- each of the Shareholdersindividuals identified on EXHIBIT G; (b) a Release, Noncompetition Agreements in the form of Exhibit GEXHIBIT F, executed by each of the --------- ShareholdersMajor Stockholders; (c) a Shareholder Investment Certification, satisfactory Releases in the form and content to Parentof EXHIBIT I, executed by each of the Shareholders receiving Parent Common Stock in the MergerMajor Stockholders; (d) dated as of a date not more than five days prior the statement referred to the Closing Date and satisfactory in form and content to ParentSection 5.12, executed by OB-1 Associates; Western Financial Savings, Bank; Masco Properties; Xxxxxx Enterprises, a limited partnership; and Ad Art, Inc. and any other lessor under any real property lease to which the Company is a party as tenant or subtenant.Company; (e) the documents listed as Exhibits to this Agreement set forth in Section 5.10(a); (f) a legal opinion of Xxxxx X. XxxxxHellxx Xxxmxx Xxxte & McAuxxxxx XXX, Esq., counsel to the Company and the Shareholders and dated as of the Closing Date, in the form of Exhibit H; ---------EXHIBIT S; (fg) a certificate executed by each legal opinion of Coolxx Xxxward LLP (or, if Coolxx Xxxward LLP for any reason does not render such legal opinion, a legal opinion of Hellxx Xxxmxx Xxxte & McAuxxxxx XXX), dated as of the Shareholders Closing Date, to the effect that each the Merger will constitute a reorganization within the meaning of Section 368 of the representations and warranties set forth Code (it being understood that, in Sections 2 and 3 is accurate rendering such opinion, such counsel may rely upon the tax representation letters referred to in all respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in Sections 7.1, 7.2, 7.3 and 7.4 have been duly satisfied (the "Closing Certificates")Section 5.5; (gh) written resignations of all directors and officers of the Company, effective as of the Effective Time; (hi) a Continuity an Underwriter Lock-up Agreement in the form of Interest CertificateEXHIBIT J, executed by each of the Shareholders; andMajor Stockholders; (ij) a Spousal Consent, Power of Attorney and Waiver, an Escrow Agreement in the form of Exhibit IEXHIBIT C, executed by the Stockholders' Agent and the Stockholders' Agent; (k) the Amended and Restated Investor Rights Agreement in the form of EXHIBIT Q, executed by each of the spouses Major Stockholders; (if anyl) the Amended and Restated Co-Sale Agreement in the form of Xxxxx X. XxxxEXHIBIT R, Xxxxxx X. --------- X'Xxxxxexecuted by each of the Major Stockholders; and (m) a certificate executed by the Chief Executive Officer of the Company and containing the representation and warranty of each of them that the conditions set forth in Sections 6.1, 6.2, 6.3, 6.4, 6.6 and Xxx X. Xxxxxx6.8 have been duly satisfied (the "Company Closing Certificate").

Agreements and Documents. Parent and Merger Sub the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Noncompetition Agreements, a Release in the form of Exhibit FC, executed by --------- each of the ShareholdersStockholders; (b) a Releasean Investment Representation Letter in the form of Exhibit D, executed by the Stockholders; (c) the Registration Rights Agreement in the form of Exhibit E, executed by the Agent; (d) the Escrow Agreement in the form of Exhibit G, executed by each of the --------- ShareholdersStockholders; (ce) a Shareholder Investment Certificationthe agreement referred to in Section 4.3, executed by the parties thereto; (f) confidential invention and assignment agreements, reasonably satisfactory in form and content to Parent, executed by each all employees and former employees of the Shareholders receiving Parent Common Stock Company and by all consultants and independent contractors and former consultants and former independent contractors to the Company who have not already signed such agreements (including the individuals identified in Part 2.9(f) of the MergerDisclosure Schedule); (dg) an estoppel certificate, dated as of a date not more than five days prior to the Closing Date and satisfactory in form and content to Parent, executed by OB-1 Associates; Western Financial SavingsInnovations International, Bank; Masco Properties; Xxxxxx Enterprises, a limited partnership; and Ad Art, Inc. and any other lessor under any real property lease to which the Company is a party as tenant or subtenant.Inc.; (eh) the a legal opinion of Xxxxx X. XxxxxXxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, Esq.LLP, counsel to the Company and the Shareholders and dated as of the Closing Date, in the a form of Exhibit H; ---------reasonably acceptable to Parent and its counsel; (fi) a certificate executed by each the Company and containing the representation and warranty of the Shareholders to the effect Company that each of the representations and warranties set forth in Sections Section 2 and 3 is accurate in all respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in Sections 7.15.1, 7.25.2, 7.3 5.3 and 7.4 5.4 have been duly satisfied (the "Closing CertificatesCertificate"); (gj) a legal opinion of Cooley Godward LLP, in a form reasonably acceptable to Parent, dated as of the Closing Date, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, such counsel may rely upon the tax representation letters referred to in Section 4.14); and (k) written resignations of all directors of the Company, effective as of the Effective Time; (h) a Continuity of Interest Certificate, executed by each of the Shareholders; and (i) a Spousal Consent, Power of Attorney and Waiver, in the form of Exhibit I, executed by each of the spouses (if any) of Xxxxx X. Xxxx, Xxxxxx X. --------- X'Xxxxx, and Xxx X. Xxxxxx.

Agreements and Documents. Parent and Merger Sub HALIS shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Noncompetition Agreements, in the form of Exhibit FEmployment Agreement, executed by --------- each of Homa, and the ShareholdersNon-Solicitation Agreements, executed by Mitcxxxx X. Xxxxxxx, Xxrk X. Xxxxxxx, Xxisxxxxx Xxxxx xxx Josexx Xxxxxxx, Xx.; (b) a Release, in the form of Exhibit G, executed by each of the --------- Shareholders; (c) a Shareholder Investment Certification, satisfactory the statement referred to in form and content to ParentSection 5.7, executed by each of the Shareholders receiving Parent Common Stock in the MergerPhySource; (d) estoppel certificates, each dated as of a date not more than five days prior to the Closing Date and satisfactory in form and content to ParentHALIS, executed by OB-1 Associates; Western Financial Savings, Bank; Masco Properties; Xxxxxx Enterprises, a limited partnership; and Ad Art, Inc. and any other lessor under any real property lease to which the Company is a party as tenant or subtenant.Persons identified on Exhibit F; (e) the a legal opinion of Xxxxx X. XxxxxFreexxxx & Xetexx, Esq., counsel to the Company and the Shareholders and dated xxted as of the Closing Date, satisfactory in the form of Exhibit H; ---------and substance to HALIS and its counsel; (f) a certificate executed by each of PhySource and the Shareholders to other than Homa and containing the effect representation and warranty of PhySource and each Shareholder other than Homa that each of the representations and warranties set forth in Sections 2 and 3 Section 2.1 is accurate in all material respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in 44 Sections 7.16.1, 7.26.2, 7.3 6.3, 6.4 and 7.4 6.5 have been duly satisfied (the "PhySource and Shareholders' Closing CertificatesCertificate"); (g) written resignations a legal opinion of all directors of the CompanyDonaxx X. Xxxxx, effective Xxq., dated as of the Effective Time;Closing Date, satisfactory in form and substance to HALIS and its counsel; and (h) a Continuity of Interest Certificate, certificate executed by Homa and containing the representation and warranty of Homa that each of the Shareholders; and (i) a Spousal Consent, Power representations and warranties set forth in Section 2.2 is accurate in all material respects as of Attorney and Waiver, in immediately prior to the form of Exhibit I, executed by each closing of the spouses Homa Merger as if made on such date and that the conditions set forth in Sections 6.1, 6.2, 6.3, 6.4 and 6.5 have been duly satisfied (if any) of Xxxxx X. Xxxx, Xxxxxx X. --------- X'Xxxxx, and Xxx X. Xxxxxxthe "Homa Closing Certificate").

Agreements and Documents. Parent and Merger Sub The Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Noncompetition Agreements, in the form of Exhibit FRegistration Rights Agreement, executed by --------- each of the ShareholdersParent and Parent’s Sponsors; (b) a Release, in the form of Exhibit GEscrow Agreement, executed by each of Parent and the --------- ShareholdersEscrow Agent; (c) a Shareholder Investment Certificationthe Lockup Agreements, satisfactory in form and content to Parent, each executed by each of the Shareholders receiving Parent Common Stock in the MergerParent; (d) dated as of a date not more than five days prior to the Closing Date and satisfactory in form and content to Parent, executed by OB-1 Associates; Western Financial Savings, Bank; Masco Properties; Xxxxxx Enterprises, a limited partnership; and Ad Art, Inc. and any other lessor under any real property lease to which the Company is a party as tenant or subtenant. (e) the legal opinion of Xxxxx X. Xxxxx, Esq., counsel to the Company and the Shareholders and dated as of the Closing Date, in the form of Exhibit H; --------- (f) a certificate executed by each an officer of Parent containing the Shareholders to the effect that each representation of the representations and warranties set forth in Sections 2 and 3 is accurate in all respects as of the Closing Date as if made on the Closing Date and such officer that the conditions set forth in Sections 7.18.1, 7.28.2, 7.3 8.3 and 7.4 8.7 have been duly satisfied satisfied; (e) a certificate of the "Secretary of each of Parent and Merger Sub, certifying to (i) the incumbency and specimen signature of each officer of Parent or Merger Sub, as applicable, executing this Agreement and any other document executed on behalf of Parent or Merger Sub, as applicable, (ii) the organizational documents of Parent or Merger Sub, as applicable, (iii) the resolutions of the Board of Directors of Parent and Merger Sub, as applicable, approving and adopting this Agreement, the Transaction Agreements to which such Entity is a party and the transactions contemplated hereby and thereby, which shall not have been modified, revoked or rescinded as of the Closing, and (iv) the Required Parent Vote, which shall not have been modified, revoked or rescinded as of the Closing; (f) a certificate of good standing with respect to Merger Sub, dated not more than five (5) days prior to the Closing Certificates");Date, from the state of Delaware; and (g) written resignations of all directors of the CompanyParent who are not listed on Exhibit D, effective as of the Effective Time; (h) a Continuity of Interest Certificate, executed by each of the Shareholders; and (i) a Spousal Consent, Power of Attorney and Waiver, in the form of Exhibit I, executed by each of the spouses (if any) of Xxxxx X. Xxxx, Xxxxxx X. --------- X'Xxxxx, and Xxx X. XxxxxxClosing Date.

Agreements and Documents. Parent and Merger Sub shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Noncompetition Agreements, in the form of Exhibit FC, executed by --------- each of the Shareholders; (b) a Release, in the form of Exhibit GD, executed by each of the --------- Shareholders; (c) a Shareholder Investment Certification, satisfactory in form and content to Parent, executed by each of the Shareholders receiving Parent Common Stock in the Merger; (d) a landlord waiver dated as of a date not more than five days prior to the Closing Date and satisfactory in form and content to Parent, executed by OB-1 Associates; Western Financial Savings, Bank; Masco Properties; Xxxxxx Enterprises, a limited partnership; and Ad Art, Inc. and any other each lessor under any real property lease to which the Company is a party as tenant or subtenant. (e) the legal opinion of Xxxxx X. Cushing, Morris, Xxxxxxxxxx & Xxxxx, Esq.LLP, counsel to the Company and the Shareholders and dated as of the Closing Date, in the form of Exhibit HE; --------- (f) a certificate executed by each of the Shareholders to the effect that each of the representations and warranties set forth in Sections 2 and 3 is accurate in all respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in Sections 7.1, 7.2, 7.3 and 7.4 have been duly satisfied (the "Closing Certificates"); (g) written resignations of all directors of the Company, effective as of the Effective Time; (h) a Continuity of Interest Certificate, executed by each of the Shareholders; and (ih) a Spousal Consent, Power of Attorney and Waiver, in the form of Exhibit IF, executed by each of the spouses (if any) of Xxxxx X. Xxxx, Xxxxxx X. --------- X'Xxxxx, and Xxx X. Xxxxxx.the Shareholders. ---------

Agreements and Documents. Parent and Merger Sub the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Employment Agreements in the form of Exhibit H, executed by the individuals identified on Exhibit G; (b) Noncompetition Agreements, Agreements in the form of Exhibit F, executed by --------- each of the ShareholdersMajor Stockholders; (bc) a Release, Releases in the form of Exhibit GI, executed by each of the --------- Shareholders; (c) a Shareholder Investment Certification, satisfactory in form and content to Parent, executed by each of the Shareholders receiving Parent Common Stock in the MergerMajor Stockholders; (d) dated as of a date not more than five days prior the statement referred to the Closing Date and satisfactory in form and content to ParentSection 5.12, executed by OB-1 Associates; Western Financial Savings, Bank; Masco Properties; Xxxxxx Enterprises, a limited partnership; and Ad Art, Inc. and any other lessor under any real property lease to which the Company is a party as tenant or subtenant.Company; (e) the documents listed as Exhibits to this Agreement set forth in Section 5.10(a); (f) a legal opinion of Xxxxx X. XxxxxXxxxxx Xxxxxx White & XxXxxxxxx LLP, Esq., counsel to the Company and the Shareholders and dated as of the Closing Date, in the form of Exhibit H; ---------S; (fg) a certificate executed by each legal opinion of Xxxxxx Godward LLP (or, if Xxxxxx Godward LLP for any reason does not render such legal opinion, a legal opinion of Xxxxxx Xxxxxx White & XxXxxxxxx LLP), dated as of the Shareholders Closing Date, to the effect that each the Merger will constitute a reorganization within the meaning of Section 368 of the representations and warranties set forth Code (it being understood that, in Sections 2 and 3 is accurate rendering such opinion, such counsel may rely upon the tax representation letters referred to in all respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in Sections 7.1, 7.2, 7.3 and 7.4 have been duly satisfied (the "Closing Certificates")Section 5.5; (gh) written resignations of all directors and officers of the Company, effective as of the Effective Time; (hi) a Continuity an Underwriter Lock-up Agreement in the form of Interest CertificateExhibit J, executed by each of the Shareholders; andMajor Stockholders; (ij) a Spousal Consent, Power of Attorney and Waiver, an Escrow Agreement in the form of Exhibit IC, executed by the Stockholders' Agent and the Stockholders' Agent; (k) the Amended and Restated Investor Rights Agreement in the form of Exhibit Q, executed by each of the spouses Major Stockholders; (if anyl) the Amended and Restated Co-Sale Agreement in the form of Xxxxx X. XxxxExhibit R, Xxxxxx X. --------- X'Xxxxxexecuted by each of the Major Stockholders; and (m) a certificate executed by the Chief Executive Officer of the Company and containing the representation and warranty of each of them that the conditions set forth in Sections 6.1, 6.2, 6.3, 6.4, 6.6 and Xxx X. Xxxxxx6.8 have been duly satisfied (the "Company Closing Certificate").

Agreements and Documents. Parent and Merger Sub shall have received the following agreements and documents, each of which shall will be in full force and effect: (a) Noncompetition Agreementsa certificate executed by the Company's Chief Executive Officer, or comparable official, certifying that (1) each of the representations and warranties set forth in Section 2 (other than Section 2.1) is accurate in all material respects as of the Closing Date as if made on the Closing Date, and (2) that the conditions set forth in Sections 6.1, 6.3 and 6.5 and, to his actual knowledge, Sections 6.7 and 6.8 have been duly satisfied (the "Company Closing Certificate"); (b) (other than Section 2.1) is accurate in all material respects as of the Closing Date, and (3) that the conditions set forth in Section 6.2, 6.4 and 6.9 have been duly satisfied by such Selling Member (each such certificate being referred to as a "Selling Member Closing Certificate"); (c) all Consents listed on Schedule 6.6(c) where failure to obtain the same would have a Material Adverse Effect on the Company; (d) the Certificate of Non-Foreign Status in the form of Exhibit E, executed by the Company and each Selling Member; (e) Releases in the form of Exhibit F, executed by --------- each of the ShareholdersSelling Member; (bf) a Release, the Escrow Agreement in the form of Exhibit GC, executed by each of the --------- ShareholdersDesignated Company Agent and Sellers; (cg) a Shareholder Investment Certification, satisfactory in form and content to Parent, executed by each of the Shareholders receiving Parent Common Stock in the Merger; (d) dated as of a date not more than five days prior to the Closing Date and satisfactory in form and content to Parent, executed by OB-1 Associates; Western Financial Savings, Bank; Masco Properties; Xxxxxx Enterprises, a limited partnership; and Ad Art, Inc. and any other lessor under any real property lease to which the Company is a party as tenant or subtenant. (e) the legal opinion of Xxxxx X. XxxxxFulbright & Jawoxxxx X.X.P., Esq., as counsel to the Company and the Shareholders and Company, dated as of the Closing Date, in the form of Exhibit H; --------- (f) I and a certificate executed by legal opinion of counsel to each of the Shareholders to the effect that each of the representations and warranties set forth in Sections 2 and 3 is accurate in all respects Selling Member, dated as of the Closing Date as if made on Date, in the Closing Date and that the conditions set forth in Sections 7.1, 7.2, 7.3 and 7.4 have been duly satisfied (the "Closing Certificates")form of Exhibit J; (gh) written resignations of all directors managers and officers of the Company, effective as of the Effective Time; (h) a Continuity of Interest CertificateClosing Date, executed by each except for the managers of the ShareholdersCompany appointed by NBC; and (i) a Spousal Consentcertificates representing each Selling Member's Ownership Interest, Power of Attorney and Waiver, in the form of Exhibit I, executed by each of the spouses (if any) of Xxxxx X. Xxxx, Xxxxxx X. --------- X'Xxxxx, and Xxx X. Xxxxxxfor cancellation.