CORPORATION DULY INCORPORATED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF ITS INCORPORATION AND HAS ALL CORPORATE
POWER AND ALL MATERIAL GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND
APPROVALS REQUIRED TO CARRY ON ITS BUSINESS IN EACH JURISDICTION IN WHICH ITS
BUSINESS IS NOW CONDUCTED AND EACH SUCH SELLER IS DULY QUALIFIED TO DO BUSINESS
IN, AND IS IN GOOD STANDING IN, EVERY OTHER JURISDICTION IN WHICH THE NATURE OF
ITS BUSINESS REQUIRES IT TO BE SO QUALIFIED, EXCEPT WHERE THE FAILURE TO HAVE
SUCH ITEMS OR TO BE SO QUALIFIED OR IN GOOD STANDING WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT.
(B)
AUTHORIZATION AND CONTRAVENTION.
THE
EXECUTION, DELIVERY AND PERFORMANCE BY EACH OF THE SELLERS OF THIS AGREEMENT AND
THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY IS WITHIN ITS CORPORATE
POWERS, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION, REQUIRE NO
ACTION BY OR IN RESPECT OF, OR FILING WITH, ANY GOVERNMENTAL ENTITY OR OFFICIAL
THEREOF (EXCEPT FOR UCC FINANCING STATEMENTS), AND DO NOT CONTRAVENE, OR
CONSTITUTE A DEFAULT UNDER, ANY PROVISION OF APPLICABLE LAW, RULE OR REGULATION
OR OF THE CERTIFICATE OF INCORPORATION OF SUCH SELLER OR OF ANY AGREEMENT,
JUDGMENT, INJUNCTION, ORDER, WRIT, DECREE OR
16
other instrument binding upon the Seller or result in the creation or imposition
of any adverse lien or encumbrance on the assets of any Seller.
(C)
LEGAL PROCEEDINGS.
THERE ARE NO JUDGMENTS
OUTSTANDING, AGAINST, OR AFFECTING ANY OF THE PROPERTY OF ANY SELLER NOR IS
THERE ANY ACTION, CHARGE, CLAIM, DEMAND, SUIT, PROCEEDING, PETITION,
GOVERNMENTAL INVESTIGATION, OR ARBITRATION NOW PENDING OR, TO THE BEST OF EACH
SELLER'S KNOWLEDGE AFTER DUE INQUIRY, THREATENED AGAINST OR AFFECTING A SELLER
OR ANY OF ITS PROPERTY WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
NO SELLER HAS RECEIVED ANY OPINION OR MEMORANDUM OR
LEGAL ADVICE FROM LEGAL COUNSEL TO THE EFFECT THAT A SELLER IS EXPOSED TO ANY
LIABILITY OR DISADVANTAGE WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
NONE OF THE SELLERS IS IN VIOLATION OF ANY MATERIAL
ORDER OF ANY COURT, ARBITRATOR OR GOVERNMENTAL ENTITY.
(D)
ENFORCEABILITY.
EACH OF THIS AGREEMENT AND
THE OTHER TRANSACTION DOCUMENTS HAS BEEN DULY EXECUTED AND DELIVERED AND
CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF EACH OF THE SELLERS,
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE
BANKRUPTCY, INSOLVENCY, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING THE RIGHTS OF
CREDITORS GENERALLY.
(E)
GOOD TITLE.
EACH OF THE SELLERS HAS GOOD
AND MARKETABLE TITLE TO THE PURCHASED ASSETS, FREE AND CLEAR OF ALL LIENS,
SECURITY INTERESTS OR RESTRICTIONS ON TRANSFER.
UPON EACH SALE, PURCHASER SHALL
ACQUIRE A VALID OWNERSHIP INTEREST IN EACH PURCHASED ASSET FREE AND CLEAR OF ALL
LIENS, SECURITY INTERESTS OR RESTRICTIONS ON TRANSFER (EXCEPT AS CREATED BY
PURCHASER).
(F)
LOCATION OF BOOKS AND RECORDS.
ALL BOOKS
AND RECORDS PERTAINING TO THE PURCHASED ASSETS OWNED BY ANY SELLER SHALL BE
MAINTAINED SOLELY AND EXCLUSIVELY AT THE ADDRESSES SET