TO EXECUTE AND DELIVER THIS AGREEMENT, TO
PERFORM ITS OBLIGATIONS HEREUNDER AND TO CONSUMMATE THE SALE AND THE OTHER
TRANSACTIONS CONTEMPLATED HEREBY.
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT BY EACH OF BUYER AND PARENT, AND THE CONSUMMATION BY IT OF THE
TRANSACTIONS CONTEMPLATED HEREBY, HAVE BEEN DULY AUTHORIZED AND APPROVED BY ITS
RESPECTIVE BOARD OF DIRECTORS OR MEMBERS, AND NO OTHER CORPORATE, STOCKHOLDER,
ORGANIZATIONAL, MEMBER OR MANAGER ACTION ON THE PART OF BUYER OR PARENT IS
NECESSARY TO AUTHORIZE THE EXECUTION, DELIVERY
45
AND PERFORMANCE OF THIS AGREEMENT BY BUYER OR PARENT AND THE CONSUMMATION
THEREBY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THIS AGREEMENT HAS
BEEN DULY EXECUTED AND DELIVERED BY BUYER AND PARENT AND, ASSUMING THE DUE
EXECUTION OF THIS AGREEMENT BY MFFB AND THE SELLERS, THIS AGREEMENT CONSTITUTES
A VALID AND BINDING OBLIGATION OF EACH OF BUYER AND PARENT ENFORCEABLE AGAINST
BUYER AND PARENT IN ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM, RECEIVERSHIP AND SIMILAR LAWS AFFECTING
THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, AND GENERAL EQUITABLE
PRINCIPLES.
5.2
Consents and Approvals; No Violations.
Except for the applicable
requirements of the HSR Act, the execution and delivery of this Agreement by
Buyer and Parent and the consummation of the transactions contemplated hereby do
not and will not:
(A)
VIOLATE OR CONFLICT WITH ANY PROVISIONS OF THE ORGANIZATIONAL
DOCUMENTS OF BUYER OR PARENT;
(B)
VIOLATE ANY LEGAL REQUIREMENT OR ORDER TO WHICH BUYER OR PARENT IS
SUBJECT OR BY WHICH ANY OF THEIR RESPECTIVE MATERIAL PROPERTIES OR ASSETS ARE
BOUND;
(C)
REQUIRE ANY PERMIT, CONSENT OR APPROVAL OF, OR THE GIVING OF ANY
NOTICE TO, OR FILING WITH ANY GOVERNMENT AUTHORITY ON OR PRIOR TO THE CLOSING
DATE; AND
(D)
RESULT IN A MATERIAL VIOLATION OR BREACH OF, CONFLICT WITH,
CONSTITUTE (WITH OR WITHOUT DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT (OR
GIVE RISE TO ANY RIGHT OF TERMINATION, CANCELLATION, PAYMENT OR ACCELERATION)
UNDER, OR RESULT IN THE CREATION OF ANY ENCUMBRANCE UPON ANY OF THE MATERIAL
PROPERTIES OR ASSETS OF BUYER OR PARENT UNDER ANY OF THE MATERIAL TERMS,
CONDITIONS OR PROVISIONS OF ANY MATERIAL CONTRACT OR ANY OTHER INSTRUMENT OR
OBLIGATION TO WHICH BUYER OR PARENT IS A PARTY, OR BY WHICH IT OR ANY OF THEIR
RESPECTIVE MATERIAL PROPERTIES OR ASSETS MAY BE BOUND; EXCLUDING FROM THE
FOREGOING CLAUSES (B), (C) AND (D) PERMITS, CONSENTS, APPROVALS, NOTICES AND
FILINGS THE ABSENCE OF WHICH, AND VIOLATIONS, BREACHES, DEFAULTS AND
ENCUMBRANCES THE EXISTENCE OF WHICH, WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO PREVENT BUYER OR PARENT FROM PERFORMING ITS
OBLIGATIONS UNDER THIS AGREEMENT.
5.3
SEC Documents and Other Reports.
Parent has timely filed with the
SEC all documents required to be filed by it since December 31, 2006 under the
Securities Act or the Exchange Act (the "Parent SEC Documents").
As of their
respective filing dates, the Parent SEC Documents complied in all material
respects with the requirements of the Securities Act or the