Common use of Conditions Precedent to Closing by Purchaser Clause in Contracts

Conditions Precedent to Closing by Purchaser. Purchaser shall not be required to proceed on the Closing Date with the transactions contemplated by this Agreement unless the following conditions precedent shall have been fulfilled and satisfied, or shall have been waived in writing by Purchaser: Section 9.01. Each of the representations and warranties of Seller contained herein shall be true and correct as of the Effective Date and as of the Closing Date as if then originally made; Section 9.02. Seller shall have fully complied with all of its covenants contained herein, on or prior to the Closing Date; Section 9.03. Seller shall have delivered to Purchaser a certificate of an officer of Seller, dated the Closing Date, certifying to the best of the knowledge and belief of such officer to the accuracy in all material respects of Seller’s representations and warranties contained herein, and to the fulfillment of Seller’s covenants and conditions precedent to the Purchaser’s obligations to consummate the purchase contemplated by this Agreement; Section 9.04. Seller shall have delivered to Purchaser a guarantee, duly executed by an officer of IIT and dated the Closing Date, in substantially the form attached hereto as Exhibit 9.04 (the “Guarantee”); Section 9.05. Purchaser shall have received the approval of the transactions contemplated under this Agreement by the independent trustee of the ESOP; Section 9.06. Seller shall not be the subject of a petition for reorganization or liquidation under the Federal bankruptcy laws, or under state insolvency laws, nor shall an assignment for the benefit of creditors or any similar protective proceeding or act or event of bankruptcy have occurred; Section 9.07. A Lease Agreement shall have been executed between IIT and Purchaser (“Lease Agreement”); Section 9.08. Purchaser shall have obtained (i) an equity investment of at least $24,000,000 from the ESOP, and (ii) a loan from a commercial bank of at least 5 years in length and on terms and conditions satisfactory to it and Seller, such that the sum of the principal amount of the loan and the equity investment from the ESOP shall be at least $56,000,000; Section 9.09. No preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agency, body or authority which prohibits the consummation of the transactions contemplated by this Agreement and its Exhibits and which is in effect at the Closing Date; Section 9.10. Purchaser shall not have received from Seller a copy of a notice or other document giving evidence that the Attorney General of the State of Illinois disapproves, challenges or reserves its rights with respect to the transactions contemplated under this Agreement; Section 9.11. Purchaser shall have obtained an opinion of MxXxxxxxx, Will & Exxxx, counsel to Seller, addressed to Purchaser and reasonably acceptable to Purchaser; Section 9.12. A website linking agreement shall have executed by and between Purchaser and Seller, in substantially the form attached hereto as Exhibit 9.12 (“Linking Agreement”); Section 9.13. An agreement providing for registration rights, director nomination rights and voting rights (“Rights Agreement”) in substantially the form attached hereto as Exhibit 9.13, shall have been executed by and between Purchaser and Seller; Section 9.14. The parties to each of the employment agreements listed on Schedule 5.13(a) above have executed written documents terminating such employment agreements; Section 9.15. Seller shall have received a written acknowledgment and waiver from Bxxxxx Xxxxx, Sxxxx Xxxxxxx, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx and Bxxxx X. Xxxxxx by which he or she acknowledges that the transactions contemplated by this Agreement do not entitle him or her to any Value Added Payment under each respective employee’s employment agreement with Seller and waives any right to assert any such claim, provided that each of these employees has been granted a new employment agreement by Purchaser which is reasonably acceptable to such employee and the parties hereto; Section 9.16. Seller shall have received a written acknowledgment and waiver from Sxxxxxx Xxxxxxx by which he acknowledges that the transactions contemplated by this Agreement do not entitle him to any Value Added Payment under the General Counsel Employment Agreement and waives any right to assert any such claim, provided that the General Counsel Employment Agreement has been assigned by Seller to, and assumed by, Purchaser with the consent of Sxxxxxx Xxxxxxx; Section 9.17. Bxxxxx Xxxxx and Seller shall have executed an agreement by which Bxxxxx Xxxxx forfeits his rights to all amounts held by Seller for his benefit under the Axxxx Retention Agreement and the IIT Research Institute Deferred Compensation Plan (the “Deferred Compensation Plan”) as of 5 p.m. EDT on the third business day prior to the Closing Date, provided that Bxxxxx Xxxxx and Purchaser shall have entered into a deferred compensation arrangement which is reasonably acceptable to Bxxxxx Xxxxx and the parties hereto and with payment terms similar to those of the Mezzanine Note Securities Purchase Agreement and the Mezzanine Note Warrant; Section 9.18. Neither Seller nor Purchaser shall have sent the other a notice, pursuant to Section 4.04(a) or Section 4.04(b), indicating its desire to renegotiate the terms of this Agreement.

Conditions Precedent to Closing by Purchaser. Purchaser shall not be required to proceed on the Closing Date with the transactions contemplated by this Agreement unless the following conditions precedent shall have been fulfilled and satisfied, or shall have been waived in writing by Purchaser: Section 9.01. Each of the representations and warranties of Seller contained herein shall be true and correct as of the Effective Date and as of the Closing Date as if then originally made; Section 9.02. Seller shall have fully complied with all of its covenants contained herein, on or prior to the Closing Date; Section 9.03. Seller shall have delivered to Purchaser a certificate of an officer of Seller, dated the Closing Date, certifying to the best of the knowledge and belief of such officer to the accuracy in all material respects of Seller’s representations and warranties contained herein, and to the fulfillment of Seller’s covenants and conditions precedent to the Purchaser’s obligations to consummate the purchase contemplated by this Agreement; Section 9.04. Seller shall have delivered to Purchaser a guarantee, duly executed by an officer of IIT and dated the Closing Date, in substantially the form attached hereto as Exhibit 9.04 (the “Guarantee”); Section 9.05. Purchaser shall have received the approval of the transactions contemplated under this Agreement by the independent trustee of the ESOP; Section 9.06. Seller shall not be the subject of a petition for reorganization or liquidation under the Federal bankruptcy laws, or under state insolvency laws, nor shall an assignment for the benefit of creditors or any similar protective proceeding or act or event of bankruptcy have occurred; Section 9.07. A Lease Agreement shall have been executed between IIT and Purchaser (“Lease Agreement”); Section 9.08. Purchaser shall have obtained (i) an equity investment of at least $24,000,000 from the ESOP, on terms and (ii) conditions satisfactory to it and Seller a loan from a commercial bank of at least 5 years in length and on terms and conditions satisfactory to it and Seller, such that the sum of the principal amount of the loan and the equity investment from the ESOP shall be at least $56,000,00026,000,000 in principal amount from a commercial bank, and an equity investment of at least $30,000,000 from the ESOP; Section 9.09. No preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agency, body or authority which prohibits the consummation of the transactions contemplated by this Agreement and its Exhibits and which is in effect at the Closing Date; Section 9.10. Purchaser shall not have received from Seller a copy of a notice or other document giving evidence that the Attorney General of the State of Illinois disapproves, challenges or reserves its rights with respect to the transactions contemplated under this Agreement; Section 9.11. Purchaser shall have obtained an opinion of MxXxxxxxx, Will & Exxxx, counsel to Seller, addressed to Purchaser and reasonably acceptable to Purchaser; Section 9.12. A website linking agreement shall have executed by and between Purchaser and Seller, in substantially the form attached hereto as Exhibit 9.12 (“Linking Agreement”); Section 9.13. An agreement providing for registration rights, director nomination rights and voting rights (“Rights Agreement”) in substantially the form attached hereto as Exhibit 9.13, shall have been executed by and between Purchaser and Seller; Section 9.14. The parties to each of the employment agreements listed on Schedule 5.13(a) above have executed written documents terminating such employment agreements; Section 9.15. Seller shall have received a written acknowledgment and waiver from Bxxxxx Xxxxx, Sxxxx Xxxxxxx, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx and Bxxxx X. Xxxxxx by which he or she acknowledges that the transactions contemplated by this Agreement do not entitle him or her to any Value Added Payment under each respective employee’s employment agreement with Seller and waives any right to assert any such claim, provided that each of these employees has been granted a new employment agreement by Purchaser which is reasonably acceptable to such employee and the parties hereto; Section 9.16. Seller shall have received a written acknowledgment and waiver from Sxxxxxx Xxxxxxx by which he acknowledges that the transactions contemplated by this Agreement do not entitle him to any Value Added Payment under the General Counsel Employment Agreement and waives any right to assert any such claim, provided that the General Counsel Employment Agreement has been assigned by Seller to, and assumed by, Purchaser with the consent of Sxxxxxx Xxxxxxx; Section 9.17. Bxxxxx Xxxxx and Seller shall have executed an agreement by which Bxxxxx Xxxxx forfeits his rights to all amounts held by Seller for his benefit under the Axxxx Retention Agreement and the IIT Research Institute Deferred Compensation Plan (the “Deferred Compensation Plan”) as of 5 p.m. EDT on the third business day prior to the Closing Date, provided that Bxxxxx Xxxxx and Purchaser shall have entered into a deferred compensation arrangement which is reasonably acceptable to Bxxxxx Xxxxx and the parties hereto and with payment terms similar to those of the Mezzanine Note Securities Purchase Agreement and the Mezzanine Note Warrant; Section 9.18. Neither Seller nor Purchaser shall have sent the other a notice, pursuant to Section 4.04(a) or Section 4.04(b), indicating its desire to renegotiate the terms of this Agreement.

Conditions Precedent to Closing by Purchaser. Purchaser shall not be required to proceed on the Closing Date with the transactions contemplated by this Agreement unless the following conditions precedent shall have been fulfilled and satisfied, or shall have been waived in writing by Purchaser: Section 9.01. Each of the representations and warranties of Seller contained herein shall be true and correct as of the Effective Date date of this Agreement and as of the Closing Date as if then originally made; Section 9.02. Seller shall have fully complied with all of its covenants contained herein, on or prior to the Closing Date; Section 9.03. Seller shall have delivered to Purchaser a certificate of an officer of Seller, dated the Closing Date, certifying to the best of the knowledge and belief of such officer to the accuracy in all material respects of Seller’s representations and warranties contained herein, and to the fulfillment of Seller’s covenants and conditions precedent to the Purchaser’s obligations to consummate the purchase contemplated by this Agreement; Section 9.04. Seller shall have delivered to Purchaser a guarantee, guarantee duly executed by an officer of IIT and dated the Closing Date, in substantially by which IIT guarantees the form attached hereto as Exhibit 9.04 fulfillment of Seller’s indemnification obligations under Article XIV of this Agreement (the “Guarantee”); Section 9.05. Purchaser shall have received the approval of the transactions contemplated under this Agreement by the independent trustee of the ESOP;. Section 9.06. Seller shall not be the subject of a petition for reorganization or liquidation under the Federal bankruptcy laws, or under state insolvency laws, nor shall an assignment for the benefit of creditors or any similar protective proceeding or act or event of bankruptcy have occurred; Section 9.07. A An amendment to the Lease Agreement dated December 31, 2000 between IIT and Seller shall have been executed between IIT that incorporates certain portions of the Chemistry Building to the leased premises, and Purchaser incorporates the services currently provided in the IIT/IITRI Facilities/Security Services Agreement dated January 1, 2001 with respect to the Chemistry Building (“Lease AgreementAgreement Amendment”); Section 9.08. Purchaser shall have obtained (i) an equity investment of at least $24,000,000 from the ESOP, on terms and (ii) conditions satisfactory to it and Seller a loan from a commercial bank of at least 5 years in length and on terms and conditions satisfactory to it and Seller, such that the sum of the principal amount of the loan and the equity investment from the ESOP shall be at least $56,000,00026,000,000 in principal amount from a commercial bank, and an equity investment of at least $30,000,000 from the ESOP; Section 9.09. No preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agency, body or authority which prohibits the consummation of the transactions contemplated by this Agreement and its Exhibits and which is in effect at the Closing Date; Section 9.10. Purchaser shall not have received from Seller a copy of a notice or other document giving evidence that the Attorney General of the State of Illinois disapproves, challenges or reserves its rights with respect to the transactions contemplated under this Agreement; Section 9.11. Purchaser shall have obtained an opinion of MxXxxxxxx, Will & Exxxx, counsel to Seller, addressed to Purchaser and reasonably acceptable to Purchaser; Section 9.12. A website linking agreement shall have executed by and between Purchaser and Seller, in substantially the form attached hereto as Exhibit 9.12 Seller (“Linking Agreement”); Section 9.13. An agreement providing for registration rights, director nomination rights and voting rights (“The Registration Rights Agreement”) in substantially the form attached hereto as Exhibit 9.13, Agreement shall have been executed by and between Purchaser and Seller; Section 9.14. The parties to each of the employment agreements listed on Schedule 5.13(a) above have executed written documents terminating such employment agreements;; and Section 9.15. Seller shall have received a written acknowledgment and waiver from Bxxxxx Xxxxx, Sxxxx Xxxxxxx, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx and Bxxxx X. Xxxxxx by which he or she acknowledges that the transactions contemplated by this Agreement do not entitle him or her to any Value Added Payment under of each respective employee’s employment agreement with Seller and waives any right to assert any such claim, provided that each of these employees has been granted a new incentive payment under an amended employment agreement by Purchaser which is reasonably acceptable to replacing such employee and the parties hereto; Section 9.16. Seller shall have received a written acknowledgment and waiver from Sxxxxxx Xxxxxxx by which he acknowledges that the transactions contemplated by this Agreement do not entitle him to any Value Added Payment under the General Counsel Employment Agreement and waives any right to assert any such claim, provided that the General Counsel Employment Agreement has been assigned by Seller to, and assumed by, Purchaser with the consent of Sxxxxxx Xxxxxxx; Section 9.17. Bxxxxx Xxxxx and Seller shall have executed an agreement by which Bxxxxx Xxxxx forfeits his rights to all amounts held by Seller for his benefit under the Axxxx Retention Agreement and the IIT Research Institute Deferred Compensation Plan (the “Deferred Compensation Plan”) as of 5 p.m. EDT on the third business day prior to the Closing Date, provided that Bxxxxx Xxxxx and Purchaser shall have entered into a deferred compensation arrangement which is reasonably acceptable to Bxxxxx Xxxxx and the parties hereto and with payment terms similar to those of the Mezzanine Note Securities Purchase Agreement and the Mezzanine Note Warrant; Section 9.18. Neither Seller nor Purchaser shall have sent the other a notice, pursuant to Section 4.04(a) or Section 4.04(b), indicating its desire to renegotiate the terms of this AgreementPayment.

Conditions Precedent to Closing by Purchaser. Purchaser shall not be required to proceed on the Closing Date with the transactions contemplated by this Agreement unless the following conditions precedent shall have been fulfilled and satisfied, or shall have been waived in writing by Purchaser: Section 9.01. Each of the representations and warranties of Seller contained herein shall be true and correct as of the Effective Date and as of the Closing Date as if then originally made; Section 9.02. Seller shall have fully complied with all of its covenants contained herein, on or prior to the Closing Date; Section 9.03. Seller shall have delivered to Purchaser a certificate of an officer of Seller, dated the Closing Date, certifying to the best of the knowledge and belief of such officer to the accuracy in all material respects of Seller’s representations and warranties contained herein, and to the fulfillment of Seller’s covenants and conditions precedent to the Purchaser’s obligations to consummate the purchase contemplated by this Agreement; Section 9.04. Seller shall have delivered to Purchaser a guarantee, duly executed by an officer of IIT and dated the Closing Date, in substantially the form to be attached hereto as Exhibit 9.04 (the “Guarantee”); Section 9.05. Purchaser shall have received the approval of the transactions contemplated under this Agreement by the independent trustee of the ESOP; Section 9.06. Seller shall not be the subject of a petition for reorganization or liquidation under the Federal bankruptcy laws, or under state insolvency laws, nor shall an assignment for the benefit of creditors or any similar protective proceeding or act or event of bankruptcy have occurred; Section 9.07. A Lease Agreement shall have been executed between IIT and Purchaser Purchaser, in substantially the form to be attached hereto as Exhibit 9.07, (“Lease Agreement”); Section 9.08. Purchaser shall have obtained (i) an equity investment of at least $24,000,000 from the ESOP, on terms and (ii) conditions satisfactory to it and Seller a loan from a commercial bank of at least 5 years in length and on terms and conditions satisfactory to it and Seller, such that the sum of the principal amount of the loan and the equity investment from the ESOP shall be at least $56,000,00026,000,000 in principal amount from a commercial bank, and an equity investment of at least $30,000,000 from the ESOP; Section 9.09. No preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agency, body or authority which prohibits the consummation of the transactions contemplated by this Agreement and its Exhibits and which is in effect at the Closing Date; Section 9.10. Purchaser shall not have received from Seller a copy of a notice or other document giving evidence that the Attorney General of the State of Illinois disapproves, challenges or reserves its rights with respect to the transactions contemplated under this Agreement; Section 9.11. Purchaser shall have obtained an opinion of MxXxxxxxx, Will & Exxxx, counsel to Seller, addressed to Purchaser and reasonably acceptable Purchaser, in substantially the form to Purchaserbe attached hereto as Exhibit 9.11; Section 9.12. A website linking agreement shall have executed by and between Purchaser and Seller, in substantially the form to be attached hereto as Exhibit 9.12 (“Linking Agreement”); Section 9.13. An agreement providing for registration rights, director nomination rights and voting rights (“Rights Agreement”) in substantially the form to be attached hereto as Exhibit 9.13, shall have been executed by and between Purchaser and Seller; Section 9.14. The parties to each of the employment agreements listed on Schedule 5.13(a) above have executed written documents terminating such employment agreements; Section 9.15. Seller shall have received a written acknowledgment and waiver from Bxxxxx Xxxxx, Sxxxx Xxxxxxx, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx and Bxxxx X. Xxxxxx by which he or she acknowledges that the transactions contemplated by this Agreement do not entitle him or her to any Value Added Payment under each respective employee’s employment agreement with Seller and waives any right to assert any such claim, provided that each of these employees has been granted a new employment agreement by Purchaser which is reasonably acceptable to such employee and the parties hereto; Section 9.16. Seller shall have received a written acknowledgment and waiver from Sxxxxxx Xxxxxxx by which he acknowledges that the transactions contemplated by this Agreement do not entitle him to any Value Added Payment under the General Counsel Employment Agreement and waives any right to assert any such claim, provided that the General Counsel Employment Agreement has been assigned by Seller to, and assumed by, Purchaser with the consent of Sxxxxxx Xxxxxxx; Section 9.17. Bxxxxx Xxxxx and Seller shall have executed an agreement by which Bxxxxx Xxxxx forfeits his rights to all amounts held by Seller for his benefit under the Axxxx Retention Agreement and the IIT Research Institute Deferred Compensation Plan (the “Deferred Compensation Plan”) as of 5 p.m. EDT on the third business day prior to the Closing Date, provided that Bxxxxx Xxxxx and Purchaser shall have entered into a deferred compensation arrangement which is reasonably acceptable to Bxxxxx Xxxxx and the parties hereto and with payment terms similar to those of the Mezzanine Note Securities Purchase Agreement and the Mezzanine Note Warrant; Section 9.18. Neither Seller nor Purchaser shall have sent the other a notice, pursuant to Section 4.04(a) or Section 4.04(b), indicating its desire to renegotiate the terms of this Agreement.

Conditions Precedent to Closing by Purchaser. Purchaser shall not be required As a condition to proceed Purchaser’s obligations to purchase the Assets on the Closing Date Date: (a) Sellers shall execute and deliver each of the documents described in Section 8 hereof and deliver the other items set forth in Section 8 hereof. (b) Seller shall have performed Seller’s obligations with respect to title matters as set forth in Section 3.3. (c) Sellers shall not have breached Sellers’ covenants set forth in this Agreement, including, without limitation, pursuant to Section 6.4 hereof. (d) The representations and warranties of Sellers set forth herein and in the other Seller Documents shall be materially true and correct as of the Closing Date. Failure of any Seller to deliver or perform any such items within five (5) days after written notice of such failure shall constitute a breach hereof and enable Purchaser, at Purchaser’s option, to (A) waive such breach and proceed to Closing without reduction of the Purchase Price, (B) either (x) terminate this Agreement by notice given to Sellers, whereupon the entire Deposit shall be refunded to Purchaser and upon such refund, no party hereto shall have any rights or obligations hereunder except for the Surviving Obligations, which shall survive such termination or (y) terminate this Agreement as to the Asset to which such breach relates in which case, this Agreement shall continue in full force and effect in accordance with its terms with respect to the Assets other than such terminated Asset (and Purchaser and Sellers shall amend or otherwise modify the Exhibits to this Agreement to reflect the removal of the terminated Asset from this Agreement, and the Purchase Price shall be adjusted accordingly), and no party hereto shall have any rights or obligations hereunder with respect to the terminated Assets except for the Surviving Obligations; or (C) if such Seller fails to remedy such default, bring an action against such Seller to seek specific performance of such Seller’s obligations hereunder together with the cost and expense, including legal fees and court costs, in bringing said specific performance action and/or enforce its rights and remedies at law for monetary damages. To the extent that Sellers are unable to convey any or all of the Assets to Purchaser pursuant to this Agreement on account of the failure of the condition described in Section 7.1(c) hereof, Sellers shall reimburse Purchaser, upon written request of Purchaser, for all of Purchaser’s fees, costs and expenses (including, without limitation, attorneys’ fees and expenses) incurred in connection with the transactions contemplated by this Agreement unless the following conditions precedent Agreement, which reimbursement obligation shall have been fulfilled and satisfied, or shall have been waived in writing by Purchaser: Section 9.01. Each of the representations and warranties of Seller contained herein shall be true and correct as of the Effective Date and as of the Closing Date as if then originally made; Section 9.02. Seller shall have fully complied with all of its covenants contained herein, on or prior to the Closing Date; Section 9.03. Seller shall have delivered to Purchaser a certificate of an officer of Seller, dated the Closing Date, certifying to the best of the knowledge and belief of survive such officer to the accuracy in all material respects of Seller’s representations and warranties contained herein, and to the fulfillment of Seller’s covenants and conditions precedent to the Purchaser’s obligations to consummate the purchase contemplated by this Agreement; Section 9.04. Seller shall have delivered to Purchaser a guarantee, duly executed by an officer of IIT and dated the Closing Date, in substantially the form attached hereto as Exhibit 9.04 (the “Guarantee”); Section 9.05. Purchaser shall have received the approval of the transactions contemplated under this Agreement by the independent trustee of the ESOP; Section 9.06. Seller shall not be the subject of a petition for reorganization or liquidation under the Federal bankruptcy laws, or under state insolvency laws, nor shall an assignment for the benefit of creditors or any similar protective proceeding or act or event of bankruptcy have occurred; Section 9.07. A Lease Agreement shall have been executed between IIT and Purchaser (“Lease Agreement”); Section 9.08. Purchaser shall have obtained (i) an equity investment of at least $24,000,000 from the ESOP, and (ii) a loan from a commercial bank of at least 5 years in length and on terms and conditions satisfactory to it and Seller, such that the sum of the principal amount of the loan and the equity investment from the ESOP shall be at least $56,000,000; Section 9.09. No preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agency, body or authority which prohibits the consummation of the transactions contemplated by this Agreement and its Exhibits and which is in effect at the Closing Date; Section 9.10. Purchaser shall not have received from Seller a copy of a notice or other document giving evidence that the Attorney General of the State of Illinois disapproves, challenges or reserves its rights with respect to the transactions contemplated under this Agreement; Section 9.11. Purchaser shall have obtained an opinion of MxXxxxxxx, Will & Exxxx, counsel to Seller, addressed to Purchaser and reasonably acceptable to Purchaser; Section 9.12. A website linking agreement shall have executed by and between Purchaser and Seller, in substantially the form attached hereto as Exhibit 9.12 (“Linking Agreement”); Section 9.13. An agreement providing for registration rights, director nomination rights and voting rights (“Rights Agreement”) in substantially the form attached hereto as Exhibit 9.13, shall have been executed by and between Purchaser and Seller; Section 9.14. The parties to each of the employment agreements listed on Schedule 5.13(a) above have executed written documents terminating such employment agreements; Section 9.15. Seller shall have received a written acknowledgment and waiver from Bxxxxx Xxxxx, Sxxxx Xxxxxxx, Sxxxx Xxxxxxx, C. Rxxxxxx Xxxxxxxx and Bxxxx X. Xxxxxx by which he or she acknowledges that the transactions contemplated by this Agreement do not entitle him or her to any Value Added Payment under each respective employee’s employment agreement with Seller and waives any right to assert any such claim, provided that each of these employees has been granted a new employment agreement by Purchaser which is reasonably acceptable to such employee and the parties hereto; Section 9.16. Seller shall have received a written acknowledgment and waiver from Sxxxxxx Xxxxxxx by which he acknowledges that the transactions contemplated by this Agreement do not entitle him to any Value Added Payment under the General Counsel Employment Agreement and waives any right to assert any such claim, provided that the General Counsel Employment Agreement has been assigned by Seller to, and assumed by, Purchaser with the consent of Sxxxxxx Xxxxxxx; Section 9.17. Bxxxxx Xxxxx and Seller shall have executed an agreement by which Bxxxxx Xxxxx forfeits his rights to all amounts held by Seller for his benefit under the Axxxx Retention Agreement and the IIT Research Institute Deferred Compensation Plan (the “Deferred Compensation Plan”) as of 5 p.m. EDT on the third business day prior to the Closing Date, provided that Bxxxxx Xxxxx and Purchaser shall have entered into a deferred compensation arrangement which is reasonably acceptable to Bxxxxx Xxxxx and the parties hereto and with payment terms similar to those of the Mezzanine Note Securities Purchase Agreement and the Mezzanine Note Warrant; Section 9.18. Neither Seller nor Purchaser shall have sent the other a notice, pursuant to Section 4.04(a) or Section 4.04(b), indicating its desire to renegotiate the terms of this Agreementtermination.