AND THIS
AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY PURCHASER AND IS BINDING UPON,
AND ENFORCEABLE AGAINST, PURCHASER IN ACCORDANCE WITH ITS TERMS; EXCEPT AS SUCH
ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR OTHER SIMILAR LAWS AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND
BY GENERAL PRINCIPLES OF EQUITY (WHETHER APPLIED IN A PROCEEDING AT LAW OR IN
EQUITY).
8.03
NO VIOLATIONS.
(A)
THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS
AGREEMENT BY PURCHASER DOES NOT AND WILL NOT, AFTER THE GIVING OF NOTICE, OR THE
LAPSE OF TIME, OR OTHERWISE: CONFLICT WITH, RESULT IN A BREACH OF, OR CONSTITUTE
A DEFAULT UNDER, THE ARTICLES OF INCORPORATION OR CODE OF REGULATIONS OF
PURCHASER, OR TO PURCHASER'S KNOWLEDGE ANY LAW OR ANY MATERIAL CONTRACT,
AGREEMENT, COMMITMENT OR PLAN TO WHICH PURCHASER IS A PARTY.
(B)
THE EXECUTION AND DELIVERY BY PURCHASER OF THIS AGREEMENT DOES
NOT, AND THE PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS HEREUNDER WILL NOT,
REQUIRE PURCHASER TO OBTAIN ANY CONSENT, APPROVAL, AUTHORIZATION OR OTHER ACTION
OF, OR MAKE ANY FILING WITH OR GIVE ANY NOTICE TO, ANY GOVERNMENTAL AUTHORITY OR
PERSON, EXCEPT (I) AS DISCLOSED IN SCHEDULE 8.03, (II) WHERE FAILURE TO OBTAIN
SUCH CONSENTS, APPROVALS, AUTHORIZATIONS OR ACTIONS, MAKE SUCH FILINGS OR GIVE
SUCH NOTICES WOULD NOT HAVE A MATERIAL ADVERSE EFFECT AND (III) AS MAY BE
NECESSARY AS A RESULT OF ANY FACTS OR CIRCUMSTANCES RELATING SOLELY TO
PURCHASER. SCHEDULE 8.03 SETS FORTH A TRUE AND COMPLETE LIST OF EACH CONSENT,
APPROVAL, AUTHORIZATION OR OTHER ACTION OF, OR FILING WITH OR NOTICE TO, ANY
GOVERNMENTAL AUTHORITY OR PERSON THAT IS REQUIRED IN CONNECTION WITH THE
EXECUTION AND DELIVERY BY PURCHASER OF THIS AGREEMENT OR THE PERFORMANCE BY
PURCHASER OF ITS OBLIGATIONS HEREUNDER.
8.04
BROKERS.
NEITHER THIS AGREEMENT NOR THE PURCHASE OF THE PURCHASED
ASSETS OR ANY OTHER TRANSACTION CONTEMPLATED BY THIS AGREEMENT WAS INDUCED OR
PROCURED THROUGH ANY PERSON, ACTING ON BEHALF OF, OR REPRESENTING, PURCHASER OR
ANY OF ITS AFFILIATES AS BROKER, FINDER, INVESTMENT BANKER, FINANCIAL ADVISOR OR
IN ANY SIMILAR CAPACITY.
8.05
LITIGATION.
THERE ARE NO ACTIONS, CLAIMS OR PROCEEDINGS PENDING
AGAINST PURCHASER OR ANY OF ITS ASSETS OR PROPERTIES AT LAW OR IN EQUITY, BEFORE
OR BY ANY GOVERNMENTAL AUTHORITY, OR BY ANY OTHER PERSON, WHICH, INDIVIDUALLY OR
IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT
ON PURCHASER OR ITS ABILITY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
8.06
FINANCING.
PURCHASER HAS RECEIVED INDICATIVE COMMITMENT LETTERS
FROM MULTIPLE INSTITUTIONAL FUNDING SOURCES EXPRESSING INTEREST IN PROVIDING TO
PURCHASER, SUBJECT TO DOCUMENTATION AND OTHER USUAL AND CUSTOMARY CONDITIONS,
AMOUNTS THAT WOULD BE SUFFICIENT TO FULFILL PURCHASER'S OBLIGATION TO PAY THE
PURCHASE PRICE HEREUNDER, AND PURCHASER HAS NO REASON TO BELIEVE THAT IT WILL BE
UNABLE TO OBTAIN FUNDING IN SUCH AMOUNTS FROM SUCH OR OTHER SOURCES BY THE
CLOSING.
PURCHASER ACKNOWLEDGES AND AGREES
22
THAT (I) THE TRANSACTIONS CONTEMPLATED HEREIN ARE NOT SUBJECT TO ANY TYPE OF
FINANCING CONTINGENCY AND (II) THE CLOSING WILL NOT BE DELAYED IN