Conditions to Obligations of Integrated and the Integrated ----------------------------------------------------------- Shareholders. The obligations of Integrated and the Integrated Shareholders to ---------- consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as Integrated and the Integrated Shareholders may waive in writing: (a) the Company shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; and (b) the representations and warranties of the Company in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing. Each of the above conditions is for the sole benefit of Integrated and the Integrated Shareholders and may be waived in writing by Integrated and the Integrated Shareholders. In the event that any of the above conditions have not been satisfied at Closing, Integrated and the Integrated Shareholders may elect to terminate this Agreement and will have no further liability to the Company.
