Common use of Acquisition Documents Clause in Contracts

Acquisition Documents. As of the Closing Date: (a) Borrower has furnished Bank with true, correct and complete execution copies of all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Acquisition and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (other than in favor of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party thereto.

Acquisition Documents. As Borrower shall fully perform all of its obligations under all Acquisition Documents, and shall enforce all of its rights and remedies thereunder, in each case as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the Closing Date: (a) foregoing, Borrower has furnished Bank with trueshall take all action necessary or appropriate to permit, correct and complete execution copies shall not take any action which would have any adverse effect upon, the full enforcement of all indemnification rights under all the Acquisition Documents. Borrower has taken all necessary corporate action shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to authorize the execution, delivery and performance of each Acquisition Document to which a claim by it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation for indemnification under any of the Acquisition Documents for an amount in excess of $1,000,000, and shall diligently pursue such right and promptly report to Administrative Agent on all applicable waiting periods further developments with respect thereto. Borrower shall remit directly to Administrative Agent, for application to the transactions contemplated Loan Obligations in such order as Administrative Agent determines, all amounts received by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents Borrower as indemnification or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party otherwise pursuant to the Acquisition Documents Documents. If Borrower fails after Administrative Agent's demand to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of pursue diligently any attack or threatened attack (in each case in right under any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Acquisition Documents, or if there is an Existing Default, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines in its reasonable judgment. Notwithstanding the consummation foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the transactions contemplated therebyAcquisition Documents, are not in contravention of the terms and Administrative Agent's exercise of any indenture, material contract, instrument, of its rights with respect to the Collateral shall not release Borrower from any judgment, order of such duties or decree, obligations. Administrative Agent shall not be obligated to which Borrower is a party perform or by which it fulfill any of Borrower's duties or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over obligations under any of the Acquisition Documents (other than in favor of Bank) and Borrower has not soldor to make any payment thereunder, transferred or assigned to make any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, inquiry as to the best sufficiency of any payment or property received by it thereunder or the knowledge sufficiency of Borrower, performance by any other party theretothereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any property.

Acquisition Documents. As of the Closing Date: (a) Borrower has furnished Bank with true, The Borrowers have delivered to Agent a complete and correct and complete execution copies copy of all the material Acquisition Documents, including all schedules and exhibits thereto. Borrower has taken all necessary corporate action to authorize the The execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each applicable Loan Party or Subsidiary thereof. Each Acquisition Document is the legal, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against such Loan Party or Subsidiary, as applicable, in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which it any proceeding therefor may be brought. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects and (z) to the Borrowers’ knowledge none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a partymaterial fact or omit any fact necessary to make the statements therein not misleading. (b) Borrower As of the Closing Date, the Acquisition has complied been consummated in all material respects, in accordance with all applicable federalApplicable Laws. As of the Closing Date, stateall necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, provincial and local lawsto each Borrower’s knowledge, ordinancesthe Seller, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating with respect to the consummation of the Acquisition and all applicable waiting periods with respect Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents Documents, each applicable Loan Party will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior good title to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party assets acquired pursuant to the Acquisition Documents to which Borrower or such other Person is a partyAgreement, have been obtained free and will be in full force and effect, and, to the knowledge clear of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (all Liens other than in favor of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank)Permitted Liens. (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party thereto.

Acquisition Documents. As Borrower shall fully perform in all material respects all of its obligations under all Acquisition Documents, and shall enforce all of its rights and remedies thereunder as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the Closing Date: (a) foregoing, Borrower has furnished Bank with trueshall take all action necessary or appropriate to permit, correct and complete execution copies shall not take any action which would have a Material Adverse Effect upon, the full enforcement of all indemnification rights under all the Acquisition Documents. Borrower has taken all necessary corporate action to authorize the executionshall not, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Acquisition and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, Administrative Agent's prior written consent, approvalmodify, licenseamend, qualification supplement, compromise, satisfy, release or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in discharge any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance provision of the Acquisition Documents, and any material collateral securing the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrumentsame, any judgment, order Person liable directly or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment ofindirectly with respect thereto, or a security interest over any material agreement relating to the Acquisition Documents (other than or the collateral therefor. Borrower shall notify Administrative Agent in favor writing promptly after Borrower becomes aware thereof, of Bank) and Borrower has not sold, transferred any event or assigned fact which could give rise to a claim by it for indemnification under any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents to the extent such claims in the aggregate exceed $100,000.00, and shall diligently pursue such right and report to Administrative Agent on all further developments with respect thereto. If an Event of Default then exists, Borrower shall remit directly to Administrative Agent, for application to the Loan Obligations in such order as Administrative Agent determines, all amounts received by Borrower that is a party thereto, or, as indemnification or otherwise pursuant to the best Acquisition Documents. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any of the knowledge Acquisition Documents, or if an Event of Default then exists, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines. Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the Acquisition Documents or to make any payment thereunder, or to make any inquiry as to the sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any other party theretothereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any property.

Acquisition Documents. As of the Closing Date: (a) Borrower has furnished Bank with true, Borrowers have delivered to Agent a complete and correct and complete execution copies copy of all of the Acquisition Documents and there has been no waiver, supplement, amendment or other modification of any material provision of any of such Acquisition Documents (including, without limitation any of the disclosure schedules to the Acquisition Agreement) from the form of Acquisition Documents delivered to Agent on February 9, 2006 unless consented to by GE Agent in writing. As of the Closing Date, no Credit Party and to the best of our knowledge no other Person party thereto is in default in any material respect in the performance or compliance with any provisions of the Acquisition Documents. Borrower has taken all necessary corporate action to authorize After the executionClosing Date, delivery no Credit Party and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation best of our knowledge no other Person party thereto is in default in the performance or compliance with any provisions of the Acquisition Documents which could reasonably be expected to result in a Material Adverse Effect. The Acquisition Documents comply with, and the Acquisition has been consummated in accordance with, the Acquisition Agreement and all applicable waiting periods laws. As of the Closing Date, the Acquisition Agreement is in full force and effect and has not been terminated, rescinded or withdrawn. After the Closing Date, the Acquisition Agreement has not been rescinded or withdrawn and, except in accordance with the terms thereof, has not terminated. All requisite approvals by Governmental Authorities having jurisdiction over Seller, any Credit Party and other Persons referenced therein, with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a partyAgreement, have been obtained and will be in full force and effectobtained, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in except for such approvals the failure of which to obtain is not reasonably likely to have a Material Adverse Effect or a material adverse effect on any of the Related Transaction, and no such Governmental approvals with respect to the transactions contemplated by the Acquisition Agreement impose any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Acquisition Documents, and conditions to the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (other than in favor of Bank) and Borrower has not sold, transferred Agreement or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, conduct by any other party theretoCredit Party of its business thereafter.

Acquisition Documents. As Borrower shall fully perform all of the Closing Date: (a) Borrower has furnished Bank with true, correct and complete execution copies of its obligations under all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document Documents to which it is a party. , and shall promptly enforce all of its rights and remedies thereunder as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the foregoing, Borrower shall take all action necessary or appropriate to permit and shall not take any action which would have any material adverse effect upon, the full enforcement of all indemnification rights of Borrower against Seller under all Acquisition Documents. Borrower shall not, without Agent's prior written consent (b) Borrower has complied with all applicable federalwhich consent shall not be unreasonably withheld or delayed), statemodify, provincial and local lawsamend, ordinancessupplement, codescompromise, rulessatisfy, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation release or discharge any of the Acquisition and all applicable waiting periods Documents, any collateral securing the same, any Person liable directly or indirectly with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrainsthereto, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party agreement relating to the Acquisition Documents to which or the collateral therefor. Borrower or such other Person is a partyshall notify Agent in writing promptly after Borrower becomes aware thereof, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack event or threatened attack (fact which could give rise to a claim by it for indemnification under any of the Acquisition Documents, which when aggregated with any other claims thereunder exceeds $250,000, and shall diligently pursue such right and report to Agent on all further developments with respect thereto. If Borrower fails after Agent's demand to pursue diligently any right under any of the Acquisition Documents, or if there is an Unwaived Event of Default, then Agent may directly enforce such right in each case in any material respect) by appeal its own or direct proceeding Borrower's name and may enter into such settlements or otherwise. (d) The executionother agreements with respect thereto as Agent determines. Notwithstanding the foregoing, delivery Borrower shall at all times remain liable to observe and performance perform all of its duties and obligations under all of the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms Agent's exercise of any indenture, material contract, instrument, of its rights with respect to the Collateral shall not release Borrower from any judgment, order of such duties or decree, obligations. Agent shall not be obligated to which Borrower is a party perform or by which it fulfill any of Borrower's duties or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over obligations under any of the Acquisition Documents (other than in favor of Bank) and Borrower has not soldor to make any payment thereunder, transferred or assigned to make any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, inquiry as to the best sufficiency of any payment or property received by it thereunder or the knowledge sufficiency of Borrower, performance by any other party theretothereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any property.

Acquisition Documents. As The Lenders have received true and complete copies of (including all schedules and exhibits delivered in connection therewith), each Original Acquisition Document and BVX Acquisition Document and all amendments to any such documents and other side letters or agreements affecting the terms thereof. None of the Original Acquisition Documents or the BVX Acquisition Documents has been amended or supplemented, nor have any of the material provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the Lenders. All of the transactions contemplated to occur under the Original Acquisition Documents and the BVX Acquisition Documents on or before the Closing Date: Date (athe “Acquisition Closing Transactions”) Borrower have been consummated pursuant to the terms thereof, no party to any of the Original Acquisition Documents or the BVX Acquisition Documents has furnished Bank with truewaived the fulfillment of any material condition precedent set forth therein, correct without Agent’s written consent, and complete execution copies no party has failed to perform any of its material obligations thereunder. At the time of consummation thereof, the Acquisition Closing Transaction shall have been consummated in all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied material respects in accordance with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to . At the time of consummation of the Acquisition Closing Transaction, all necessary material consents and approvals of, and filings and registrations with, and all other actions in respect of, all Governmental Authorities required in order to make or consummate the Acquisition Closing Transaction will have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, prior to the transactions contemplated by the Acquisition Documents have time when required, will have, expired without without, in all such cases, any action being taken by any competent governmental authority which restrains, prevents prevents, or imposes material adverse conditions upon the consummation of such transactions. (c) Transaction. Additionally, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon the Transaction. All necessary authorization, consent, approval, license, qualification actions taken by the Credit Parties pursuant to or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing in furtherance of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, Closing Transaction have been obtained and will be taken in full force and effect, andall material respects in compliance with all applicable laws. As of the Closing Date, to the knowledge of Borrowerany Credit Party, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the representations and warranties contained in the Original Acquisition Documents, Documents and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over the BVX Acquisition Documents (made by Persons other than in favor of Bank) any Credit Party is true and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank)correct. (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party thereto.

Acquisition Documents. As of the Closing Date: (ai) Borrower has furnished Bank with true, correct and complete execution copies of The Administrative Agent shall have received all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines documentation (including consent decrees amendments, modifications, and administrative orderswaivers thereof) relating to the consummation Acquisition (and all closing conditions therein shall be satisfied to the satisfaction of the Acquisition Administrative Agent and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon shall be consummated in accordance with the consummation terms of such transactionsprovided documentation on or before the Closing Date). (cii) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to The Administrative Agent shall be made prior to satisfied that the closing of maximum amount paid for the Acquisition (including the fees and expenses paid in connection with such Acquisition) does not exceed $95,000,000. (iii) The Administrative Agent shall have received evidence satisfactory thereto that all governmental (including approvals required under the Hart Scott Rodino Antitrust Improvements Act of 1976, as ame▇▇▇▇), ▇▇▇▇▇▇▇▇▇▇r and third party consents and approvals necessary or desirable in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, shall have been obtained and will be remain in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (div) The execution, delivery Administrative Agent shall have received copies (i) of each employment agreement between the Borrower and performance its respective key employees and (ii) each non-competition agreement entered into by any seller or any member of management of the Acquisition Documents, and the consummation Borrower in favor of the transactions contemplated therebyBorrower, are not each of the foregoing in contravention form and substance satisfactory to the Administrative Agent. (v) The Administrative Agent shall have received copies of all such other Acquisition documents and information as it may reasonably request, including, without limitation, copies of (A) the Estimated Closing Net Assets as such term is defined in Section 2.4(b) of the Asset Purchase Agreement, (B) the Closing Statement of Assets and Liabilities as such term is defined in Section 2.5(a) of the Asset Purchase Agreement, (C) copies of any Notice of Disagreement as such term is defined in the Asset Purchase Agreement and (D) copies of the final Tax Allocation pursuant to the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse EffectSection 2.7 of the Asset Purchase Agreement. (evi) The Administrative Agent shall have received satisfactory evidence that all Debt of the Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (and its Restricted Subsidiaries other than Debt permitted by Section 11.1, including any Debt incurred in favor of Bank) and Borrower has not soldconnection with the Acquisition, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered repaid in full and any Liens or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party theretosecurity interests related thereto have been terminated.

Acquisition Documents. As Borrower shall in all material respects perform all of its obligations under all Acquisition Documents, and shall enforce all of its rights and remedies thereunder, in each case as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the Closing Date: (a) foregoing, Borrower has furnished Bank with trueshall take all action necessary or appropriate to permit, correct and complete execution copies shall not take any action which would have any material adverse effect upon, the full enforcement of all of Borrower's indemnification rights under all the Acquisition Documents. Borrower has taken all necessary corporate action shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) claim by Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation for indemnification under any of the Acquisition Documents for an amount in excess of $500,000, and shall diligently pursue such right and promptly report to Administrative Agent on all applicable waiting periods further developments with respect thereto. Borrower shall remit directly to Administrative Agent, for application to the transactions contemplated Loan Obligations in such order as Administrative Agent determines, all amounts received by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents Borrower as indemnification or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party otherwise pursuant to the Acquisition Documents Documents. If Borrower fails after Administrative Agent's demand to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in pursue diligently any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance right under any of the Acquisition Documents, or if there is an Event of Default has occurred and is continuing, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines in its reasonable judgment. Notwithstanding the consummation foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the transactions contemplated therebyAcquisition Documents, are not in contravention of the terms and Administrative Agent's exercise of any indenture, material contract, instrument, of its rights with respect to the Collateral shall not release Borrower from any judgment, order of such duties or decree, obligations. Administrative Agent shall not be obligated to which Borrower is a party perform or by which it fulfill any of Borrower's duties or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over obligations under any of the Acquisition Documents (other than in favor of Bank) and Borrower has not soldor to make any payment thereunder, transferred or assigned to make any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, inquiry as to the best sufficiency of any payment or property received by it thereunder or the knowledge sufficiency of Borrower, performance by any other party theretothereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any property.

Acquisition Documents. As 4.1 Each of the Closing Dateparties shall promptly provide such reasonable assistance and information and shall co-operate and consult with each other in the preparation and publication of the Scheme Document, the Offer Document, Court Documents, the Forms of Proxy and the Loan Note Forms of Election and any other document, announcement or filing which is required or which Charter or Colfax reasonably considers to be necessary or appropriate in accordance with the requirements of the Jersey Law, the Code or any other Laws for the purposes of implementing the Acquisition in an efficient manner. 4.2 If the Acquisition is being implemented by way of the Scheme: (aA) Borrower has furnished Bank with trueColfax undertakes to provide to Charter all such information about Colfax, correct and complete execution copies of all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation other members of the Acquisition Colfax Group and their respective Personnel as may reasonably be required by Charter for inclusion in the Scheme Document or the Court Documents and to provide all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition assistance as Charter may reasonably require in connection with the execution, delivery preparation of the Scheme Document and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Court Documents to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case having regard to the Code and applicable Laws) including access to, and procuring (so far as reasonable able) the provision of assistance by the management and relevant professional advisors to Colfax and Bidco; (B) Charter agrees that it shall submit drafts and revised drafts of the Scheme Document, Court Documents, the Forms of Proxy and the Loan Note Forms of Election to Colfax for review and comment and, having afforded Colfax reasonable time to consider such draft and forms, discuss such comments with Colfax and relevant professional advisors to Colfax and Bidco for the purposes of preparing revised drafts; (C) Charter agrees that it shall despatch the Scheme Document, together with the Forms of Proxy and Loan Note Form of Election, by no later than the day which falls 28 days from the date of the Announcement (or such later date as the Panel agrees); (D) Colfax and Bidco will procure that the directors of Colfax and Bidco accept responsibility for all of the information in any material respectthe Scheme Document relating to Colfax and Bidco respectively and other members of the Colfax Group (excluding, for the avoidance of doubt, Charter and Charter Group) and their respective Personnel; and (E) Charter will procure that Charter Directors accept responsibility for the information relating to Charter and the other members of the Charter Group set out in the Scheme Document and all information in the Scheme Document other than information for which responsibility is accepted by appeal the directors of Colfax or direct proceeding or otherwiseBidco under Clause 4.2(D). 4.3 If the Acquisition is being implemented by way of the Offer: (dA) Charter undertakes to provide Bidco with all such information about Charter, other members of Charter Group and their respective Personnel as may reasonably be required for inclusion in the Offer Document and to provide all such other assistance as Bidco may reasonably require in connection with the preparation of the Offer Document, including access to, and ensuring the provision of assistance by, its management and relevant professional advisers; (B) Bidco agrees that it shall submit drafts and revised drafts of the Offer Document and the forms of acceptance to Charter for review and comment and, having afforded Charter reasonable time to consider such draft and forms, discuss such comments with Charter for the purposes of preparing revised drafts; (C) Bidco agrees that it shall despatch the Offer Document, together with the forms of acceptance as soon as reasonably practicable, provided however that Bidco will only despatch the Offer Document with the written consent of Charter (such consent not to be unreasonably withheld or delayed); (D) Charter will procure that Charter Directors accept responsibility for their views set out in the Offer Document and all of the information provided by Charter relating to Charter and the other members of the Charter Group and their respective Personnel in the Offer Document; and (E) Colfax and Bidco will procure that the directors of Colfax and Bidco accept responsibility for all of the information in the Offer Document other than information for which responsibility is accepted by Charter Directors under Clause 4.3(D). 4.4 If any: (A) supplemental circular or document is required to be published or submitted to the Court in connection with the Scheme or any variation or amendment to the Scheme (a “Scheme Supplemental Document”); or (B) (if the Acquisition is implemented by way of an Offer) any supplemental circular or document is required to be published in connection with the Offer or any variation or amendment to the Offer (an “Offer Supplemental Document”), the parties will, as soon as reasonably practicable, provide such co-operation and information as may reasonably be required by Charter, Bidco or Colfax for inclusion in the Scheme Supplemental Document or the Offer Supplemental Document (as applicable) and provide all such other assistance as may reasonably be required in connection with the preparation of the Scheme Supplemental Document or the Offer Supplemental Document (as applicable) (in each case having regard to the Code and applicable Laws) including access to, and procuring (so far as reasonable able) the provision of assistance by the management and relevant professional advisors to Colfax and Bidco. 4.5 The executionparties agree that the provisions of Clause 4, delivery Clause 6.4 and performance Clause 6.10 shall apply to the preparation and publication of a prospectus (the "Prospectus") in accordance with the requirements and practice of the UK Listing Authority and its Prospectus Rules by Colfax in respect of the New Colfax Shares offered to Charter Shareholders pursuant to the terms of the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effectmutatis mutandis. (e) Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (other than in favor of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party thereto.

Acquisition Documents. As of the Closing Date: (ai) Borrower has furnished Bank with true, correct and complete execution copies of The Administrative Agent shall have received all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines documentation (including consent decrees amendments, modifications, and administrative orderswaivers thereof) relating to the consummation Acquisition (and all closing conditions therein shall be satisfied to the satisfaction of the Acquisition Administrative Agent and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon shall be consummated in accordance with the consummation terms of such transactionsprovided documentation on or before the Closing Date). (cii) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to The Administrative Agent shall be made prior to satisfied that the closing of maximum amount paid for the Acquisition (including the fees and expenses paid in connection with such Acquisition) does not exceed $95,000,000. (iii) The Administrative Agent shall have received evidence satisfactory thereto that all governmental (including approvals required under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended), ▇h▇▇▇▇▇▇▇▇▇ ▇▇d third party consents and approvals necessary or desirable in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, shall have been obtained and will be remain in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (div) The execution, delivery Administrative Agent shall have received copies (i) of each employment agreement between the Borrower and performance its respective key employees and (ii) each non-competition agreement entered into by any seller or any member of management of the Acquisition Documents, and the consummation Borrower in favor of the transactions contemplated therebyBorrower, are not each of the foregoing in contravention form and substance satisfactory to the Administrative Agent. (v) The Administrative Agent shall have received copies of all such other Acquisition documents and information as it may reasonably request, including, without limitation, copies of (A) the Estimated Closing Net Assets as such term is defined in Section 2.4(b) of the Asset Purchase Agreement, (B) the Closing Statement of Assets and Liabilities as such term is defined in Section 2.5(a) of the Asset Purchase Agreement, (C) copies of any Notice of Disagreement as such term is defined in the Asset Purchase Agreement and (D) copies of the final Tax Allocation pursuant to the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse EffectSection 2.7 of the Asset Purchase Agreement. (evi) The Administrative Agent shall have received satisfactory evidence that all Debt of the Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (and its Restricted Subsidiaries other than Debt permitted by Section 11.1, including any Debt incurred in favor of Bank) and Borrower has not soldconnection with the Acquisition, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered repaid in full and any Liens or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party theretosecurity interests related thereto have been terminated.

Acquisition Documents. As 4.18.1 Borrower has delivered to Bank a complete and correct copy of the Closing Date: (a) Borrower has furnished Bank with true, correct and complete execution copies of all Acquisition Documents, including all schedules and exhibits thereto. Borrower has taken all necessary corporate action to authorize the The execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Acquisition Documents has been duly authorized by all necessary action on the part of the Borrower and all Subsidiaries that are parties thereto. Each Acquisition Document is the legal, valid and binding obligation of the Borrower and Subsidiaries that a party thereto, enforceable against such Borrower and Subsidiaries in accordance with its terms, in each case, except (i) as may be limited by applicable waiting periods with respect bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors' rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing discretion of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other court before which any proceeding therefor may be brought. Neither Borrower nor any Subsidiary party to the Acquisition Documents to which is in default in the performance or compliance with any provisions thereof. All representations and warranties made by Borrower or such other Person any Subsidiary party to the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects. To Borrower’s knowledge, none of the representations or warranties in the Acquisition Documents by a party which is neither the Borrower nor a partySubsidiary contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading, in any case that could reasonably be expected to result in a material adverse change. 4.18.2 As of the date hereof, the Acquisition has been consummated in all material respects, in accordance with the Acquisition Documents and all applicable laws. As of the date hereof, all requisite approvals by governmental authorities having jurisdiction over US Ecology Canada Holdings Inc. and, to Borrower’s knowledge, Marsulex Inc., with respect to the Acquisition, have been obtained and will be in full force and effectobtained, and, except for any approval the failure to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention obtain could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over be material to the Acquisition Documents (other than in favor interests of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party thereto.

Acquisition Documents. As of the Closing Date: (a) Borrower has The Loan Parties have furnished Bank with true(or, if the Acquisition Closing Dates have not yet occurred, shall furnish) the Administrative Agent a true and correct copy of each of the CoCaLo Acquisition Documents on or prior to the CoCaLo Closing Date and complete execution copies each of all the LaJobi Acquisition Documents on or prior to the LaJobi Closing Date. (b) Each Loan Party and, to each such Loan Party’s knowledge, each other party to the Acquisition Documents. Borrower has , has, prior to the applicable Acquisition Closing Date, duly taken all necessary corporate corporate, partnership or other organizational action to authorize the execution, delivery and performance of each the applicable Acquisition Document to which it is a partyDocuments and the consummation of transactions contemplated thereby. (bc) Borrower has complied All conditions to I & J’s obligations to close the Target Acquisitions as set forth in the respective Acquisition Documents shall have been satisfied in all material respects, or waived with the consent of the Administrative Agent, on or prior to the Acquisition Closing Date. Without limiting the foregoing sentence, the Acquisition Documents comply in all material respects with all applicable federallegal requirements, stateand all necessary and material governmental, provincial regulatory, creditor, shareholder, partner and local lawsother consents, ordinancesapprovals and exemptions required to be obtained by the Loan Parties and, codesto each Loan Party’s knowledge, rules, regulations and guidelines (including consent decrees and administrative orders) relating each other party to the Acquisition Documents in connection with the Target Acquisitions will be, prior to consummation of the Target Acquisitions, duly obtained and will be in full force and effect. As of the applicable Acquisition and Closing Date for each of the Target Acquisitions, all applicable waiting periods with respect to the transactions contemplated by the such Target Acquisition Documents will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwiseTarget Acquisition. (d) The execution, execution and delivery and performance of the Acquisition DocumentsDocuments did not, and the consummation of the transactions contemplated therebyTarget Acquisitions and the performance by the Loan Parties of their obligations under the Acquisition Documents will not, are not violate in contravention any material manner any statute or regulation of the terms United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any Loan Party or, to each such Loan Party’s knowledge, any other party to the Acquisition Documents, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any material contract, instrument, any judgment, order or decree, to which Borrower any Loan Party is a party or by which it any Loan Party is bound or, to each such Loan Party’s knowledge, to which any other party to the Acquisition Documents is a party or its properties are by which any such party is bound. (e) Each of the representations and warranties made by the Loan Parties and, exceptto each such Loan Party’s knowledge, any other Person, in the Acquisition Documents is, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (other than true and correct in favor of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best all material respects as of the knowledge of Borrower, by any other party theretoapplicable Acquisition Closing Date.

Acquisition Documents. As of the Closing Date: (ai) Borrower has furnished Bank with true, correct and complete execution copies of The Administrative Agent shall have received all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines documentation (including consent decrees amendments, modifications, and administrative orderswaivers thereof) relating to the consummation Acquisition (and all closing conditions therein shall be satisfied to the satisfaction of the Acquisition Administrative Agent and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon shall be consummated in accordance with the consummation terms of such transactionsprovided documentation on or before the Closing Date). (cii) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to The Administrative Agent shall be made prior to satisfied that the closing of maximum amount paid for the Acquisition (including the fees and expenses paid in connection with such Acquisition) does not exceed $95,000,000. (iii) The Administrative Agent shall have received evidence satisfactory thereto that all governmental (including approvals required under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amen▇▇▇), ▇▇▇▇▇▇▇▇▇▇▇ and third party consents and approvals necessary or desirable in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, shall have been obtained and will be remain in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (div) The execution, delivery Administrative Agent shall have received copies (i) of each employment agreement between the Borrower and performance its respective key employees and (ii) each non-competition agreement entered into by any seller or any member of management of the Acquisition Documents, and the consummation Borrower in favor of the transactions contemplated therebyBorrower, are not each of the foregoing in contravention form and substance satisfactory to the Administrative Agent. (v) The Administrative Agent shall have received copies of all such other Acquisition documents and information as it may reasonably request, including, without limitation, copies of (A) the Estimated Closing Net Assets as such term is defined in Section 2.4(b) of the Asset Purchase Agreement, (B) the Closing Statement of Assets and Liabilities as such term is defined in Section 2.5(a) of the Asset Purchase Agreement, (C) copies of any Notice of Disagreement as such term is defined in the Asset Purchase Agreement and (D) copies of the final Tax Allocation pursuant to the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse EffectSection 2.7 of the Asset Purchase Agreement. (evi) The Administrative Agent shall have received satisfactory evidence that all Debt of the Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (and its Restricted Subsidiaries other than Debt permitted by Section 11.1, including any Debt incurred in favor of Bank) and Borrower has not soldconnection with the Acquisition, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered repaid in full and any Liens or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party theretosecurity interests related thereto have been terminated.