This excerpt taken from the GSIC 8-K filed Aug 17, 2007.


Each obligation of GSI and Newco to be performed on the Closing Date shall be subject to the satisfaction of each of the conditions stated in this Section 9, except to the extent that such satisfaction is waived by Newco in writing.

9.1 Company’s and Principal Stakeholders’ Representations. All representations, warranties and certifications made by Company and/or any Principal Stakeholder in this Agreement or pursuant hereto shall be true and correct in all respects, in each case as of the Closing Date as if made on and as of the Closing Date, other than representations and warranties made as of a specific date, which representations and warranties shall have been true and correct in all respects as of such date; provided, however, that this Section 9.1 shall be deemed to have been satisfied unless the breach or failure of such representations and warranties (determined by disregarding all qualifiers and exceptions contained therein relating to Knowledge, materiality, specified dollar thresholds or Material Adverse Effect), individually or in the aggregate, would have a Material Adverse Effect.

9.2 Company’s and the Principal Stakeholders’ Performance. All of the covenants, terms and conditions of this Agreement to be satisfied or performed by Company and/or any Principal Stakeholder on or before the Closing Date shall have been satisfied or performed in all material respects.

9.3 Absence of Proceedings. No Proceeding shall have been instituted (excluding any such Proceeding initiated by or on behalf of GSI or Newco and excluding any Proceeding which, in the reasonable judgment of GSI, is frivolous or unlikely to result in a



Material Adverse Effect), no Judgment shall have been issued, and no new Law shall have been enacted, on or before the Closing Date, that seeks to or does prohibit or restrain, or that seeks damages as a result of the consummation of transactions contemplated hereby.

9.4 Adverse Changes. There shall not have been any Material Adverse Effect between the date of this Agreement and the Closing Date.

9.5 HSR Act. All applicable waiting periods with respect to the transactions contemplated by this Agreement shall have expired under the HSR Act, and neither the Federal Trade Commission nor the Antitrust Division of the Department of Justice shall have (a) required any party to divest itself of any assets in order to consummate such transactions, or (b) taken any actions to prohibit the consummation of such transactions.

9.6 Delivery of Documents. Company shall have delivered each of the documents required by Section 10.2.

9.7 Accretive Letter Agreement. The Accretive Letter Agreement (as defined in Section 14.7) shall be in full force and effect.

9.8 Stockholders’ Agreement. The Amended and Restated Stockholders Agreement dated January 26, 2000, as further amended on each of February 29, 2000, March 24, 2000, March 29, 2000, July 6, 2000, November 1, 2000 and August 28, 2003 shall have been terminated.

9.9 Management Agreement. The Management Agreement between the Company and Accretive, LLC shall have been terminated.

9.10 Options. All Options, Warrants and Company Interests shall have been cancelled, extinguished and terminated and all Company Stock incentive plans shall have been terminated.

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