THIS AGREEMENT, FREE AND CLEAR OF ALL ENCUMBRANCES AND THERE ARE NO
CLAIMS OR ACTIONS PENDING WITH RESPECT TO THE TITLE OF SUCH SELLER'S CAPITAL
EQUITY OF PARENT OR THE COMPANY, AS APPLICABLE, EXCEPT FOR THOSE ARISING UNDER
THIS AGREEMENT IN FAVOR OF BUYER AND APPLICABLE SECURITIES LAW RESTRICTIONS.
EXCEPT AS SET FORTH IN SECTION 3.3 OF THE DISCLOSURE SCHEDULE, SUCH SELLER IS
NOT A PARTY TO ANY VOTING TRUST, PROXY OR OTHER AGREEMENT OR UNDERSTANDING WITH
RESPECT TO THE VOTING OF ANY CAPITAL EQUITY OF PARENT OR THE COMPANY, AND ALL
SUCH AGREEMENTS WILL BE TERMINATED UPON THE CLOSING.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
SUCH SELLER OF THIS AGREEMENT AND ALL RELATED DOCUMENTS TO WHICH HE OR IT IS A
PARTY AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
AND SUCH DOCUMENTS DO NOT AND WILL NOT TO SUCH SELLER'S KNOWLEDGE VIOLATE ANY
STATUTE, RULE, REGULATION, ORDER OR DECREE OF ANY GOVERNMENTAL BODY BY WHICH
SUCH SELLER OR ANY OF ITS PROPERTIES OR ASSETS IS BOUND.
THERE IS NO DECREE,
JUDGMENT, ORDER INVESTIGATION OR LITIGATION AT LAW OR IN EQUITY, NO ARBITRATION
PROCEEDING, AND NO PROCEEDING BEFORE OR BY ANY GOVERNMENTAL BODY, PENDING OR TO
SUCH SELLER'S KNOWLEDGE, THREATENED, TO WHICH SUCH SELLER IS A PARTY RELATING TO
THE CONTEMPLATED TRANSACTIONS.
(C)
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY SUCH SELLER.
THIS AGREEMENT CONSTITUTES THE VALID AND BINDING
OBLIGATION OF SUCH SELLER ENFORCEABLE AGAINST SUCH SELLER IN ACCORDANCE WITH ITS
TERMS, EXCEPT TO THE EXTENT THAT ENFORCEABILITY
60
MAY BE LIMITED BY (I) APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
RECEIVERSHIP, MORATORIUM AND OTHER SIMILAR LAWS RELATING TO OR AFFECTING THE
RIGHTS AND REMEDIES OF CREDITORS GENERALLY AND (II) GENERAL PRINCIPLES OF
EQUITY.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER AND EMRISE
Buyer represents and warrants to Sellers as follows:
4.1
ORGANIZATION AND GOOD STANDING.
BUYER IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE
LAWS OF THE STATE OF NEW JERSEY.
4.2
AUTHORITY; NO CONFLICT.
(A)
THIS AGREEMENT CONSTITUTES THE LEGAL,
VALID, AND BINDING OBLIGATION OF BUYER, ENFORCEABLE AGAINST BUYER IN ACCORDANCE
WITH ITS TERMS.
BUYER HAS THE ABSOLUTE AND UNRESTRICTED RIGHT, POWER, AND
AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT.
(B)
NEITHER THE EXECUTION AND DELIVERY OF THIS
AGREEMENT BY BUYER NOR THE CONSUMMATION OR PERFORMANCE OF ANY OF THE
CONTEMPLATED TRANSACTIONS BY BUYER WILL GIVE ANY PERSON THE RIGHT TO PREVENT,
DELAY, OR OTHERWISE INTERFERE WITH ANY OF THE CONTEMPLATED TRANSACTIONS PURSUANT
TO:
(I)
ANY PROVISION OF BUYER'S ORGANIZATIONAL
DOCUMENTS;
(II)
ANY RESOLUTION ADOPTED BY THE BOARD OF
DIRECTORS OR THE STOCKHOLDERS OF BUYER;
(III)
ANY LEGAL REQUIREMENT OR ORDER TO WHICH
BUYER MAY BE SUBJECT; OR
(IV)
ANY CONTRACT TO WHICH BUYER IS A PARTY OR BY
WHICH BUYER MAY BE BOUND.
Except as set forth in Schedule 4.2, Buyer is not and will not be required to
obtain any Consent from any Person in connection with the execution and delivery
of this Agreement or the consummation