Common use of IITRI Acquisition and ESOT Transaction Clause in Contracts

IITRI Acquisition and ESOT Transaction. As of the Closing Date and immediately prior to issuing the Notes: (a) The Asset Purchase Agreement and the ESOT Transaction Documents are in full force and effect, no material breach, default or waiver of any term or provision thereof by the Company or any of its Subsidiaries which are parties thereto or, to the best of the Company's knowledge, the other parties thereto, has occurred (except for such breaches, defaults and waivers, if any, consented to in writing by the Required Holders) and no action has been taken by any competent authority which restrains, prevents or imposes any material adverse condition upon, or seeks to restrain, prevent or impose any material adverse condition upon, the IITRI Acquisition or the ESOT Transaction; (b) The representations and warranties of the Company contained in the ESOT Stock Purchase Agreement are true and correct in all material respects; and (c) Except as set forth on Exhibit 6.17 attached hereto, all conditions precedent to, and all consents necessary to permit, the funding of the IITRI Acquisition and the ESOT Transaction have been satisfied or waived with the approval of the Required Holders (such approval not to be unreasonably withheld).