SATISFIED.
28
ARTICLE VIII.
SELLERS' REPRESENTATIONS.
SECTION 8.1.
SELLERS' REPRESENTATIONS.
EACH SELLER REPRESENTS AND
WARRANTS TO BUYER THAT, AS OF THE EFFECTIVE DATE, THE FOLLOWING REPRESENTATIONS
AND WARRANTIES PERTAINING TO SUCH SELLER AND SUCH SELLER'S PROPERTY ARE TRUE IN
ALL MATERIAL RESPECTS.
SELLERS RESERVE THE ABSOLUTE RIGHT TO UPDATE ALL OF THE
EXHIBITS AND SCHEDULES HERETO IN ORDER TO MAKE SUCH REPRESENTATIONS AND
WARRANTIES TRUE AS OF THE CLOSING DATE; PROVIDED, HOWEVER, THAT THE FOREGOING
RIGHT TO UPDATE AND AMEND THE EXHIBITS AND SCHEDULES HERETO SHALL NOT BE DEEMED
A WAIVER OF ANY BUYER'S CLAIMS OF A SELLER DEFAULT (I.E. THE FOREGOING RIGHT TO
UPDATE AND AMEND THE EXHIBITS AND SCHEDULES HERETO SHALL NOT BE DEEMED TO PERMIT
SELLERS TO DEFAULT UNDER ANY EXPRESS COVENANT MADE BY SELLERS).
(A)
EACH SELLER REPRESENTS THAT IT IS DULY ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF ITS ORGANIZATION AND DULY QUALIFIED
TO DO BUSINESS IN THE COMMONWEALTH OF VIRGINIA, AND IT HAS FULL POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT, SUBJECT TO THE TERMS OF THIS
AGREEMENT, AND AS OF THE CLOSING DATE WILL HAVE AUTHORITY TO EXECUTE AND DELIVER
ALL OTHER DOCUMENTS NOW OR HEREAFTER TO BE EXECUTED AND DELIVERED BY IT PURSUANT
TO THIS AGREEMENT (THE "SELLER'S DOCUMENTS") AND TO PERFORM ALL OBLIGATIONS
ARISING UNDER THIS AGREEMENT AND ITS SELLER'S DOCUMENTS.
THIS AGREEMENT
CONSTITUTES, AND AS OF THE CLOSING DATE SUCH SELLER'S DOCUMENTS WILL EACH
CONSTITUTE, THE LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH SELLER, ENFORCEABLE
AGAINST SUCH SELLER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, SUBJECT TO
BANKRUPTCY, REORGANIZATION AND OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND EXCEPT AS MAY BE LIMITED BY GENERAL EQUITABLE
PRINCIPLES.
WITHIN THE FIVE (5) YEARS PRIOR TO THE EFFECTIVE DATE, NO SELLER
HAS (I) MADE A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS, (II) FILED ANY
VOLUNTARY PETITION IN BANKRUPTCY OR SUFFERED THE FILING OF ANY INVOLUNTARY
PETITION BY SELLER'S CREDITORS, AS THE CASE MAY BE, (III) SUFFERED THE
APPOINTMENT OF A RECEIVER TO TAKE POSSESSION OF ALL, OR SUBSTANTIALLY ALL, OF
SELLER'S ASSETS WHICH REMAINS PENDING, (IV) SUFFERED THE ATTACHMENT OR OTHER
JUDICIAL SEIZURE OF ALL, OR SUBSTANTIALLY ALL OF SELLER'S ASSETS, WHICH REMAINS
PENDING, (V) ADMITTED IN WRITING ITS INABILITY TO PAY ITS DEBTS AS THEY COME
DUE, OR (VI) MADE AN OFFER OF SETTLEMENT, EXTENSION OR COMPOSITION TO ITS
CREDITORS GENERALLY.
(B)
THIS AGREEMENT DOES NOT AND WILL NOT CONTRAVENE ANY PROVISION OF THE
ORGANIZATIONAL DOCUMENTS OF SUCH SELLER, ANY JUDGMENT, ORDER, DECREE, WRIT OR
INJUNCTION, OR ANY PROVISION OF ANY EXISTING LAW OR REGULATION TO WHICH SUCH
SELLER IS A PARTY OR IS BOUND.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT AND WILL NOT
REQUIRE (EXCEPT TO THE EXTENT, IF ANY, SET FORTH HEREIN OR IN THE DOCUMENTS
LISTED IN THE EXHIBITS ATTACHED HERETO) ANY CONSENT OR WAIVER BY ANY THIRD PARTY
(INCLUDING, WITHOUT LIMITATION, THE CONSENT