TO THE EXTENT
RELATED TO THE TRANSFERRED ASSETS OR ASSUMED LIABILITIES.
NO RELATED PERSON
HAS, OR OWNS ANY PERSON WHO HAS, DIRECTLY OR INDIRECTLY, AND WHETHER ON AN
INDIVIDUAL, JOINT OR OTHER BASIS, ANY EQUITY INTEREST OR ANY OTHER FINANCIAL OR
PROFIT INTEREST IN A PERSON THAT HAS (I) HAD BUSINESS DEALINGS WITH SELLER
PERTAINING TO THE BUSINESS OR (II) ENGAGED IN COMPETITION WITH THE BUSINESS, TO
THE EXTENT RELATED TO THE TRANSFERRED ASSETS OR THE ASSUMED LIABILITIES.
SECTION 3.19.
TAXES.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 3.19, ALL
TAX RETURNS OR INFORMATION STATEMENTS REQUIRED TO BE FILED BY OR ON ACCOUNT OF
THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS HAVE BEEN FILED
BEFORE THE FEDERAL, STATE OR LOCAL TAX AUTHORITIES, AND ALL STATEMENTS AND
INFORMATION CONTAINED THEREIN ARE TRUE AND CORRECT IN ALL MATERIAL
15
RESPECTS AND SELLER HAS PAID OR CAUSED TO BE PAID ALL TAXES WHICH HAVE BECOME
DUE PURSUANT TO SUCH RETURNS OR PURSUANT TO ANY ASSESSMENTS WHICH HAVE BEEN
LEVIED ON SELLER.
EXCEPT AS SET FORTH ON SCHEDULE 3.19, TO SELLER'S KNOWLEDGE,
THERE IS NO TAX DEFICIENCY PROPOSED OR THREATENED BY ANY GOVERNMENTAL OR
REGULATORY AGENCY AGAINST THE BUSINESS, OR THE TRANSFERRED ASSETS.
EXCEPT AS
SET FORTH ON SCHEDULE 3.19, NO AUDIT OF ANY TAX RETURN OF SELLER WITH RESPECT TO
THE BUSINESS, OR THE TRANSFERRED ASSETS IS IN PROGRESS.
(B)
ALL TAXES WITH RESPECT TO THE BUSINESS, THE
ASSUMED LIABILITIES AND THE TRANSFERRED ASSETS NOT YET DUE BUT INCURRED ON OR
BEFORE THE EXECUTION OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, TAXES
ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY) ARE OR WILL BE ADEQUATELY
DISCLOSED TO BUYER IN ORDER TO ASCERTAIN THAT THERE IS NO CONTINGENT LIABILITY
THAT MAY BE CHARGED TO SELLER AFFECTING THE BUSINESS, THE ASSUMED LIABILITIES OR
THE TRANSFERRED ASSETS.
SECTION 3.20.
BROKERS AND FINDERS.
EXCEPT AS SET FORTH
ON SCHEDULE 3.20, NEITHER SELLER NOR ANY OF ITS OFFICERS, DIRECTORS OR EMPLOYEES
HAS EMPLOYED ANY BROKER OR FINDER OR INCURRED ANY LIABILITY FOR ANY BROKERAGE
FEES, COMMISSIONS OR FINDERS' FEES IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
SECTION 3.21.
NO MISLEADING STATEMENTS.
TO THE
KNOWLEDGE OF SELLER, IT HAS NOT FAILED TO DISCLOSE TO BUYER IN WRITING ANY FACT
THAT HAS SPECIFIC APPLICATION TO THE BUSINESS (OTHER THAN GENERAL ECONOMIC OR
INDUSTRY CONDITIONS) THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT ON THE BUSINESS.
NO REPRESENTATION OR WARRANTY CONTAINED IN THIS
AGREEMENT CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT, OR OMITS OR WILL
OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE ANY OF THEM, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH IT WAS MADE, NOT MISLEADING.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as follows:
SECTION 4.01.
ORGANIZATION AND AUTHORITY OF BUYER.
BUYER IS A COMPANY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER
THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION.
BUYER HAS THE FULL LEGAL
RIGHT AND ALL CORPORATE POWER AND AUTHORITY