SELLER AND THE COMPANY HAVE PROVIDED
BUYER WITH ACCESS TO TRUE, CORRECT AND COMPLETE COPIES OF ALL WRITTEN MATERIAL
AGREEMENTS AND ALL AMENDMENTS, MODIFICATIONS AND SUPPLEMENTS THERETO.
ALL OF
THE MATERIAL AGREEMENTS ARE IN WRITING.
TO THE KNOWLEDGE OF SELLER AND THE
COMPANY, THE COMPANY'S RELATIONSHIPS ARE GENERALLY SATISFACTORY WITH ITS
SUPPLIERS AND VENDORS WHO ARE MATERIAL TO THE CONDUCT OF THE COMPANY'S
BUSINESS.
THE COMPANY DOES NOT HAVE OUTSTANDING ANY POWERS OF ATTORNEY WITH ANY
PERSON.
EACH OF THE MATERIAL AGREEMENTS TO WHICH THE COMPANY IS A SIGNATORY HAS
BEEN DULY EXECUTED BY THE COMPANY AND THE COMPANY IS NOT IN BREACH OF ANY
MATERIAL AGREEMENT.
(II)
TO THE BEST OF SELLER'S AND COMPANY'S KNOWLEDGE, THE COMPANY
HAS PERFORMED IN ALL MATERIAL RESPECTS EACH MATERIAL TERM, COVENANT AND
CONDITION OF EACH OF THE MATERIAL AGREEMENTS TO WHICH IT IS A PARTY OR BY WHICH
IT IS BOUND, AND, TO THE KNOWLEDGE OF SELLER AND THE COMPANY, NO MATERIAL EVENT
OF DEFAULT ON THE PART OF
23
ANY OTHER PARTY THERETO EXISTS UNDER ANY OF THE MATERIAL AGREEMENTS.
THE
COMPANY IS CURRENT ON ALL PAYMENT OBLIGATIONS UNDER ALL MATERIAL AGREEMENTS TO
WHICH IT IS A PARTY OR BY WHICH IT IS BOUND.
(III)
TO THE BEST OF SELLER'S AND COMPANY'S KNOWLEDGE, NO EVENT HAS
OCCURRED UNDER ANY OF THE MATERIAL AGREEMENTS THAT WOULD CONSTITUTE A MATERIAL
DEFAULT THEREUNDER ON THE PART OF ANY OTHER PARTY THERETO.
THE CONSUMMATION OF
THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT WILL NOT RESULT IN A DEFAULT,
VIOLATION, TERMINATION OR RIGHT TO TERMINATE UNDER ANY OF THE MATERIAL
AGREEMENTS.
(IV)
TO THE BEST OF SELLER'S AND COMPANY'S KNOWLEDGE, EACH OF THE
MATERIAL AGREEMENTS IS VALID, BINDING, ENFORCEABLE AND IN FULL FORCE AND EFFECT,
UNIMPAIRED BY ANY ACTS OR OMISSIONS OF THE COMPANY OR ITS OFFICERS, MANAGERS AND
AGENTS, AND CONSTITUTES THE LEGAL AND BINDING OBLIGATION OF THE COMPANY IN
ACCORDANCE WITH ITS TERMS, EXCEPT THAT (I) SUCH ENFORCEMENT MAY BE SUBJECT TO
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS OR
JUDICIAL DECISIONS NOW OR HEREAFTER IN EFFECT RELATING TO CREDITORS' RIGHTS
GENERALLY, AND (II) THE REMEDY OF SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF MAY
BE SUBJECT TO EQUITABLE DEFENSES AND TO THE DISCRETION OF THE COURT BEFORE WHICH
ANY PROCEEDING THEREFOR MAY BE BROUGHT.
(L)
NO DEFAULT.
THE COMPANY IS NOT IN DEFAULT,
BREACH OR VIOLATION (AND NO EVENT HAS OCCURRED WHICH, WITH NOTICE OR THE LAPSE
OF TIME OR BOTH, WOULD CONSTITUTE A DEFAULT OR VIOLATION) OF ANY TERM, CONDITION
OR PROVISION OF (I) THE COMPANY'S ORGANIZATIONAL DOCUMENTS; (II) ANY NOTE, BOND,
MORTGAGE, INDENTURE, LICENSE, AGREEMENT OR OTHER INSTRUMENT OR OBLIGATION TO
WHICH THE COMPANY IS NOW A PARTY OR BY WHICH THE COMPANY OR ANY OF ITS
PROPERTIES, BUSINESS OR ASSETS IS BOUND; (III) ANY ORDER, WRIT, INJUNCTION,
DECREE, STATUTE, RULE OR REGULATION APPLICABLE TO THE COMPANY; OR (IV) ANY
LEASE.
(M)
CONSENTS AND PREFERENTIAL PURCHASE RIGHTS.
TO THE
BEST OF SELLER'S KNOWLEDGE, SCHEDULE 7.1(M) LISTS ALL CONSENTS AND PREFERENTIAL
PURCHASE RIGHTS CONTAINED