warranties of the Sellers and the Owners set forth in this Agreement shall be true and correct in all material respects, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date).

7.2                                 Covenants.  The Sellers shall have performed or complied in all material respects with all of its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date.

7.3                                 Third-Party Consent.                                The Sellers shall have received any and all the third-party consent or agreement confirmed by both the Sellers and the Purchaser necessarily required for the due and legal transfer of any of the Acquired Assets.  And each such consent or agreement has been provided to the Purchaser for information at or prior to the Closing Date.

7.4                                 Employee Incentive Plan.  The Sellers shall have entered into the settlement agreement with each of the unregistered employee shareholder of each of the Sellers regarding the reimbursement for the appreciation value of the interest in the shares held by such unregistered employee shareholders.  And the Purchaser shall have received all the release letters or waivers issued by each of the unregistered employee shareholders from any and all rights in connection with the shareholders’ interest and endorsed by each of the existing Sellers and the Owners.

7.5                                 Employment.                           The Sellers shall have confirmed all of the employees specified in Exhibit [N] (as described in Section 3.3 above) have accepted employment agreements with the Purchaser under terms no less favorable than the former agreement with the Sellers.

7.6                                 Owned Property.  The Sellers shall have obtained the complete title and ownership to any and all the Owned Property as described in Schedule 4.14(a).

7.7                                 No Litigation.  No Law entered, enacted, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition shall be in effect, and no Legal Proceeding shall be pending or threatened by or before any Governmental Entity, that (a) seeks to prohibit, restrain or obtain Damages or other relief in connection with the consummation of the transactions contemplated by this Agreement; (b) could impact in any material respect the Acquired Assets following the Closing Date, either in title, enforceability or other respects; or (c) could impair in any material respect the ability of the Purchaser to operate the Business following the Closing Date.

7.8                                 No Material Adverse Effect.  There shall not have been any change in the Business which has resulted in a Material Adverse Effect since the Balance Sheet Date, and no event shall have occurred since such date, or circumstance be in existence that could reasonably be expected to have a Material Adverse Effect.

7.9                                 Assistance.  The Sellers and the Owners shall from time to time provide to the Purchaser copies of the required documents and evidence that may be required for the Purchaser to verify that a Condition Precedent has been fulfilled.  The Purchaser shall notify the Sellers in writing (the “Closing Notice”) as soon as it believes in its sole discretion that

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