OR AS PREVIOUSLY DISCLOSED IN WRITING TO THE
OFFEROR, SUCH SHAREHOLDER IS NOT A PARTY TO ANY CONTRACT WITH THE COMPANY OR ANY
OF ITS SUBSIDIARIES.
6
(I)
CLAIMS.
EXCEPT AS DISCLOSED IN THE
COMPANY REPORTS OR AS PREVIOUSLY DISCLOSED IN WRITING TO THE OFFEROR, SUCH
SHAREHOLDER HAS NO CLAIMS AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES AS OF
THE DATE HEREOF AND WILL NOT HAVE ANY CLAIMS AGAINST THE COMPANY OR ANY OF ITS
SUBSIDIARIES BY REASON OF ENTERING INTO THIS AGREEMENT.
The representations and warranties of each Shareholder set forth in this Section
4.1 shall survive the completion of the purchase by the Offeror of its
Shareholder's Shares and despite such completion, shall continue in full force
and effect for the benefit of the Offeror.
4.2
REPRESENTATIONS AND WARRANTIES OF THE OFFEROR
The Offeror hereby represents and warrants to each Shareholder each of the
representations and warranties of the Offeror contained in the Support
Agreement, which are incorporated herein by reference, and that:
(A)
INCORPORATION.
THE OFFEROR IS A
CORPORATION DULY INCORPORATED AND IS VALIDLY EXISTING AS A CORPORATION IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
(B)
POWER AND AUTHORITY.
THE OFFEROR HAS THE
REQUISITE CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO
CARRY OUT ITS OBLIGATIONS HEREUNDER.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY THE OFFEROR AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION
OF THE OFFEROR ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
BANKRUPTCY AND INSOLVENCY AND OTHER LAWS AFFECTING THE ENFORCEMENT OF CREDITORS'
RIGHTS GENERALLY AND SUBJECT TO THE QUALIFICATION THAT EQUITABLE REMEDIES MAY
ONLY BE GRANTED IN THE DISCRETION OF A COURT OF COMPETENT JURISDICTION.
(C)
NO CONFLICTS.
NONE OF THE EXECUTION AND
DELIVERY OF THIS AGREEMENT BY THE OFFEROR, THE CONSUMMATION BY THE OFFEROR OF
THE TRANSACTIONS CONTEMPLATED HEREBY NOR COMPLIANCE BY THE OFFEROR WITH ANY OF
THE PROVISIONS HEREOF WILL VIOLATE, CONFLICT WITH, OR RESULT IN A BREACH OF ANY
PROVISION OF, REQUIRE ANY CONSENT, APPROVAL OR NOTICE UNDER, OR CONSTITUTE A
DEFAULT (OR AN EVENT WHICH, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD
CONSTITUTE A DEFAULT) OR RESULT IN A RIGHT OF TERMINATION OR ACCELERATION UNDER,
ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF: (I) THE CERTIFICATE OF
INCORPORATION OR BY-LAWS OF THE OFFEROR; OR (II) ANY MATERIAL CONTRACT TO WHICH
THE OFFEROR OR ANY OF ITS SUBSIDIARIES IS A PARTY; OR (III) SUBJECT TO
COMPLIANCE WITH APPLICABLE LAWS AS PROVIDED IN THE SUPPORT AGREEMENT, VIOLATE
ANY JUDGMENT, RULING, ORDER, WRIT, INJUNCTION, AWARD, DECREE, STATUTE,
ORDINANCE, RULE OR REGULATION APPLICABLE TO THE OFFEROR OR ANY OF ITS
SUBSIDIARIES.
(D)
CONSENTS.
NO CONSENT, WAIVER, APPROVAL,
AUTHORIZATION, EXEMPTION, REGISTRATION, LICENCE OR DECLARATION OF OR BY, OR
FILING WITH, OR NOTIFICATION TO ANY GOVERNMENT AUTHORITY WHICH HAS NOT BEEN MADE
OR OBTAINED IS REQUIRED TO BE MADE OR OBTAINED BY THE OFFEROR IN CONNECTION WITH
(I) THE EXECUTION AND DELIVERY BY THE OFFEROR OF THIS AGREEMENT OR THE