same may be modified by any
Purchaser's Closing Certification) shall survive until the Expiration Date.
(A)
FORMATION; EXISTENCE.
THE PURCHASER IS A LIMITED LIABILITY
COMPANY DULY FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
DELAWARE.
(B)
DUE AUTHORITY; ENFORCEABILITY.
THE PURCHASER HAS ALL REQUISITE
POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO CARRY OUT ITS
OBLIGATIONS HEREUNDER AND THE TRANSACTION CONTEMPLATED HEREBY.
THIS AGREEMENT
HAS BEEN, AND THE PURCHASER'S DOCUMENTS CONTEMPLATED HEREBY WILL BE, DULY
EXECUTED AND DELIVERED BY THE PURCHASER AND CONSTITUTE THE PURCHASER'S LEGAL,
VALID AND BINDING OBLIGATIONS ENFORCEABLE AGAINST THE PURCHASER IN ACCORDANCE
WITH THEIR TERMS, SUBJECT ONLY TO BANKRUPTCY, INSOLVENCY, REORGANIZATION AND
SIMILAR LAWS OR EQUITABLE PRINCIPLES RELATING TO OR AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY.
(C)
PENDING OR THREATENED LITIGATION.
THERE ARE NO ACTIONS, SUITS OR
PROCEEDINGS PENDING OR, TO THE BEST OF THE PURCHASER'S KNOWLEDGE, THREATENED,
AGAINST OR AFFECTING THE PURCHASER WHICH, IF DETERMINED ADVERSELY TO THE
PURCHASER, WOULD ADVERSELY AFFECT IN ANY MATERIAL RESPECT ITS ABILITY TO PERFORM
ITS OBLIGATIONS HEREUNDER.
(D)
CONFLICT; BREACH.
NEITHER THE EXECUTION OR DELIVERY OF THIS
AGREEMENT BY THE PURCHASER, NOR THE PERFORMANCE BY THE PURCHASER OF ITS
OBLIGATIONS HEREUNDER CONFLICTS OR WILL CONFLICT WITH OR RESULTS OR WILL RESULT
IN A BREACH OF OR CONSTITUTES OR WILL CONSTITUTE A DEFAULT UNDER (I) THE
ORGANIZATIONAL DOCUMENTS OF THE PURCHASER, (II) TO THE BEST OF THE PURCHASER'S
KNOWLEDGE, ANY LAW, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENTAL AUTHORITY
OR ANY ORDER, WRIT, INJUNCTION OR DECREE OF ANY COURT, ARBITRATOR OR
GOVERNMENTAL AUTHORITY OR (III) ANY AGREEMENT OR INSTRUMENT TO WHICH THE
PURCHASER IS A PARTY OR, TO ITS KNOWLEDGE, BY WHICH IT IS BOUND OR RESULTS IN
THE CREATION OR IMPOSITION OF ANY LIEN, CHARGE OR ENCUMBRANCE UPON ITS PROPERTY
PURSUANT TO ANY SUCH AGREEMENT OR INSTRUMENT.
(E)
AUTHORIZATION; CONSENT.
NO AUTHORIZATION, CONSENT, OR APPROVAL,
WHICH HAS NOT BEEN OBTAINED, IS REQUIRED FOR THE EXECUTION AND DELIVERY BY THE
PURCHASER OF THIS AGREEMENT OR THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.
64
(F)
TAXPAYER ID NUMBER.
THE PURCHASER'S TAXPAYER IDENTIFICATION
NUMBER IS 20-2675640.
(G)
PATRIOT ACT.
THE PURCHASER IS IN COMPLIANCE WITH THE REQUIREMENTS
OF THE EXECUTIVE ORDER AND OTHER SIMILAR REQUIREMENTS CONTAINED IN THE RULES AND
REGULATIONS OF THE OFAC AND IN ANY ENABLING LEGISLATION OR OTHER EXECUTIVE
ORDERS OR REGULATIONS IN RESPECT THEREOF (THE EXECUTIVE ORDER AND SUCH OTHER
RULES, REGULATIONS, LEGISLATION, OR ORDERS ARE COLLECTIVELY REFERRED TO AS THE
"ORDERS").
NEITHER THE PURCHASER NOR, TO THE PURCHASER'S KNOWLEDGE, ANY
BENEFICIAL OWNER OF THE PURCHASER IS:
(I)
A SPECIALLY DESIGNATED NATIONAL OR BLOCKED PERSON OR IDENTIFIED
ON ANY OTHER LIST OF TERRORISTS OR TERRORIST ORGANIZATIONS MAINTAINED PURSUANT
TO ANY OF THE RULES AND REGULATIONS OF OFAC OR PURSUANT TO ANY OTHER APPLICABLE
ORDERS (SUCH LISTS ARE COLLECTIVELY REFERRED TO AS THE "LISTS");
(II)
A PERSON WHO HAS BEEN DETERMINED BY COMPETENT AUTHORITY TO BE
SUBJECT TO THE PROHIBITIONS CONTAINED IN THE ORDERS; OR
(III)
OWNED OR CONTROLLED, DIRECTLY OR INDIRECTLY,