OF THE CLOSING SHALL BE COMPUTED NET
OF ACCOUNTS RECEIVABLES FROM THE RECORDING INDUSTRY ASSOCIATION OF AMERICA AND
THE MOTION PICTURE ASSOCIATION OF AMERICA THAT ARE MORE THAN 90 DAYS OLD.
2.2
OFFSET.
ANY PAYMENT TO WHICH THE SELLERS BECOME ENTITLED TO
PURSUANT TO THIS AGREEMENT SHALL BE SUBJECT TO OFFSET ONLY AS PROVIDED IN
SECTION 6.5(C).
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
The Sellers, jointly and severally, hereby represent and warrant to the Buyer
Parties that, except as disclosed in the disclosure schedule (the "Disclosure
Schedule") attached hereto and dated the date hereof:
3.1
ORGANIZATION; GOOD STANDING AND QUALIFICATION.
EACH SELLER IS
DULY INCORPORATED OR ORGANIZED AND VALIDLY EXISTING AND IN GOOD STANDING UNDER
THE LAWS OF ITS JURISDICTION OF INCORPORATION OR ORGANIZATION, AND IS DULY
QUALIFIED OR LICENSED AS A FOREIGN CORPORATION TO DO BUSINESS AND IS IN
CORPORATE AND TAX GOOD STANDING IN EACH JURISDICTION WHERE THE CHARACTER OF THE
ACQUIRED ASSETS OR THE NATURE OF THE BUSINESS MAKES SUCH QUALIFICATION OR
LICENSING NECESSARY, ALL OF WHICH ARE LISTED IN SECTION 3.1 OF THE DISCLOSURE
SCHEDULE.
EACH SELLER HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY, AND IS
IN POSSESSION OF ALL APPROVALS NECESSARY, TO OWN, LEASE AND OPERATE THE ACQUIRED
ASSETS AND TO CARRY ON THE BUSINESS AS IT IS NOW BEING CONDUCTED.
3.2
OWNERSHIP OF MEDIASENTRY.
ALL OUTSTANDING SHARES OF CAPITAL STOCK
OF MEDIASENTRY ARE OWNED SOLELY BY SAFENET.
3.3
AUTHORIZATION; BINDING OBLIGATION.
EACH SELLER HAS ALL NECESSARY
CORPORATE POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT, EACH
TRANSACTION DOCUMENT TO WHICH IT IS A PARTY AND EACH OTHER INSTRUMENT OR
DOCUMENT REQUIRED TO BE EXECUTED AND DELIVERED BY IT PURSUANT TO THIS AGREEMENT
OR ANY SUCH TRANSACTION DOCUMENT, AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND
THEREUNDER AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
THE EXECUTION AND DELIVERY BY EACH SELLER OF THIS AGREEMENT AND EACH TRANSACTION
DOCUMENT TO WHICH IT IS A PARTY, THE PERFORMANCE OF ITS RESPECTIVE OBLIGATIONS
HEREUNDER AND THEREUNDER, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY, HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL NECESSARY
ACTION ON THE PART OF SUCH SELLER AND NO OTHER PROCEEDINGS ON THE PART OF SUCH
SELLER ARE NECESSARY TO AUTHORIZE THIS AGREEMENT OR ANY TRANSACTION DOCUMENT TO
WHICH IT IS A PARTY OR TO CONSUMMATE THE TRANSACTIONS SO CONTEMPLATED HEREIN AND
THEREIN.
8
THIS AGREEMENT HAS BEEN, AND EACH OF THE TRANSACTION DOCUMENTS TO WHICH EITHER
SELLER IS A PARTY, WHEN EXECUTED AND DELIVERED BY SUCH SELLER, WILL BE, DULY AND
VALIDLY EXECUTED AND DELIVERED BY SUCH SELLER, AND THIS AGREEMENT CONSTITUTES,
AND EACH TRANSACTION DOCUMENT TO WHICH EITHER SELLER IS A PARTY, WHEN EXECUTED
AND DELIVERED BY SUCH SELLER, WILL CONSTITUTE, A LEGAL, VALID AND BINDING
OBLIGATION OF SUCH SELLER ENFORCEABLE AGAINST SUCH SELLER IN ACCORDANCE WITH ITS
TERMS, EXCEPT AS THE ENFORCEABILITY THEREOF MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS RELATING TO OR AFFECTING
THE RIGHTS OF CREDITORS GENERALLY AND BY