CONDITIONS TO OBLIGATIONS OF ACI AND MERGER SUB. The obligations of ACI and Merger Sub to consummate the transactions contemplated hereby shall be subject to the fulfillment (or waiver by ACI) on or prior to the Closing Date of the following conditions, which the Partners agree to use reasonable good faith efforts to cause to be fulfilled. The conditions to the obligations of ACI and Merger Sub under the Partnership Interest Purchase Agreement to consummate the transactions contemplated by the Partnership Interest Purchase Agreement shall have been fulfilled (or waived by ACI and Merger Sub) and, concurrently with the Closing, the transactions contemplated by the Partnership Interest Purchase Agreement shall have been consummated. ACI and Merger Sub shall have received each of the following agreements, in each case duly executed by the other parties thereto: (i) an Employment Agreement (the "Xxxxxxx Employment -------------------- Agreement"), in the form attached hereto as Exhibit A, pursuant to --------- --------- which Xxxxxxx shall be employed by the Partnership; (ii) an Employment Agreement (the "Box Employment Agreement"), in the form attached hereto ------------------------ as Exhibit B, pursuant to which Box shall be employed by the ---------- Partnership; and (iii) Releases, in substantially the form attached as Exhibit G to the HOLD Merger Agreement, appropriately modified to ---------- reflect the transactions contemplated hereby, executed by each Partner.
CONDITIONS TO OBLIGATIONS OF ACI AND MERGER SUB. The obligations of ACI and Merger Sub to consummate the transactions contemplated hereby shall be subject to the fulfillment (or waiver by ACI) on or prior to the Closing Date of the following additional conditions, which Billing and the Selling Partners agree to use reasonable good faith efforts to cause to be fulfilled:
