IT OR THE ACTIVITIES CONDUCTED BY IT REQUIRES IT TO BE SO QUALIFIED
(EXCEPT WHERE THE FAILURE TO SO QUALIFY WOULD NOT HAVE A MATERIAL ADVERSE EFFECT
ON THE ABILITY OF THE BUYER TO PERFORM ITS OBLIGATIONS HEREUNDER);
(C)
(I) IT HAS THE NECESSARY AND APPROPRIATE POWER AND AUTHORITY TO EXECUTE
AND DELIVER THIS AGREEMENT AND TO CARRY OUT ITS OBLIGATIONS HEREUNDER AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, (II) THE EXECUTION AND DELIVERY
BY THE BUYER OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY HAVE BEEN DULY AUTHORIZED BY THE BOARD OF DIRECTORS OF THE
BUYER, (III) NO OTHER ACTION ON THE PART OF THE BUYER OR ANY OTHER PERSON OR
ENTITY, WHETHER PURSUANT TO THE ORGANIZATIONAL DOCUMENTS OF THE BUYER OR BY LAW
OR OTHERWISE, ARE NECESSARY TO AUTHORIZE THE BUYER TO ENTER INTO THIS AGREEMENT
OR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, (IV) THIS AGREEMENT HAS
BEEN DULY EXECUTED AND DELIVERED BY THE BUYER AND (V) THIS AGREEMENT IS THE
LEGAL, VALID AND BINDING OBLIGATION OF THE BUYER, ENFORCEABLE AGAINST THE BUYER
IN ACCORDANCE WITH ITS TERMS (EXCEPT TO THE EXTENT THAT ENFORCEMENT IS AFFECTED
BY LAWS PERTAINING TO BANKRUPTCY, REORGANIZATION, INSOLVENCY AND CREDITORS'
RIGHTS AND BY THE AVAILABILITY OF INJUNCTIVE RELIEF, SPECIFIC PERFORMANCE AND
OTHER EQUITABLE REMEDIES); AND
(D)
NEITHER THE EXECUTION, DELIVERY OF THIS AGREEMENT NOR THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY (I) REQUIRES ANY FILING OR REGISTRATION
WITH, NOTIFICATION TO, PERMISSION OF OR ANY ACTION OR ORDER BY ANY GOVERNMENTAL
OR REGULATORY AUTHORITY WITH RESPECT TO THE BUYER EXCEPT ANY SUCH FILING,
REGISTRATION, NOTIFICATION OR PERMISSION THAT HAS BEEN OR WILL BE OBTAINED AT
THE TIME OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, (II) (A)
VIOLATES OR WILL VIOLATE ANY ORDER, WRIT, INJUNCTION, JUDGMENT, DECREES OR AWARD
OR (B) TO THE KNOWLEDGE OF THE BUYER, VIOLATES OR WILL VIOLATE OR CONFLICT WITH
ANY LAW, IN EITHER CASE, OF ANY GOVERNMENTAL OR REGULATORY AUTHORITY TO WHICH
THE BUYER OR ANY OF ITS PROPERTIES OR ITS BUSINESSES ARE SUBJECT AS OF THE DATE
HEREOF, (III) VIOLATES OR WILL VIOLATE, OR CONFLICTS WITH OR WILL CONFLICT WITH
ANY PROVISION OF, OR CONSTITUTES A DEFAULT UNDER, THE CERTIFICATE OF
INCORPORATION OR BYLAWS OF THE BUYER OR (IV)(A) CONFLICTS WITH, VIOLATES,
BREACHES OR CONSTITUTES A MATERIAL DEFAULT (OR AN EVENT WHICH, WITH NOTICE OR
LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A MATERIAL DEFAULT) UNDER, REQUIRES ANY
CONSENT UNDER, OR GIVES RISE TO A RIGHT TO TERMINATE, AMEND, ACCELERATE,
SUSPEND, REVOCATE OR CANCEL ANY MORTGAGE, CONTRACT, AGREEMENT, DEED OF TRUST,
LICENSE, LEASE OR OTHER INSTRUMENT, ARRANGEMENT, COMMITMENT, OBLIGATION,
UNDERSTANDING OR RESTRICTION OF ANY KIND TO WHICH THE BUYER IS A PARTY OR BY
WHICH ITS PROPERTIES MAY BE BOUND OR (B) WILL CAUSE, OR GIVE ANY PERSON GROUNDS
TO CAUSE, AN ACCELERATION (WITH NOTICE OR LAPSE OF TIME OR BOTH) OF THE MATURITY
OF, OR WILL INCREASE, ANY LIABILITY OR OBLIGATION OF SUCH PARTY AND IN THE CASE
OF EITHER CLAUSE (IV)(A) OR (IV)(B)