IS ACQUIRING THE F&H MEMBERSHIP
INTERESTS FOR ITS OWN ACCOUNT, FOR INVESTMENT ONLY, AND NOT WITH A VIEW TO ANY
RESALE OR PUBLIC DISTRIBUTION THEREOF.
THE PURCHASER SHALL NOT OFFER TO SELL OR
OTHERWISE DISPOSE OF THE F&H MEMBERSHIP INTERESTS IN VIOLATION OF ANY LAW
APPLICABLE TO ANY SUCH OFFER, SALE OR OTHER DISPOSITION.
THE PURCHASER
ACKNOWLEDGES THAT: (I) THE F&H MEMBERSHIP INTERESTS HAVE NOT BEEN (AND WILL NOT
BE) REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS;
(II) THERE IS NO (AND WILL BE NO) PUBLIC MARKET FOR THE F&H MEMBERSHIP INTERESTS
AND THERE CAN BE NO ASSURANCE THAT A PUBLIC MARKET WILL DEVELOP; AND (III) THE
PURCHASER MUST BEAR THE ECONOMIC RISK OF ITS INVESTMENT IN THE F&H MEMBERSHIP
INTERESTS FOR AN INDEFINITE PERIOD OF TIME.
THE PURCHASER IS AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT, AS PRESENTLY
IN EFFECT, AND HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS
SUCH THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF ACQUIRING AND
HOLDING THE F&H MEMBERSHIP INTERESTS.
2.7
PURCHASER'S DUE DILIGENCE.
THE PURCHASER ACKNOWLEDGES THAT,
EXCEPT FOR THE MATTERS THAT ARE EXPRESSLY COVERED BY THE PROVISIONS OF THIS
AGREEMENT, IT IS RELYING ON ITS OWN INVESTIGATION AND ANALYSIS IN ENTERING INTO
THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS.
THE PURCHASER IS AN INFORMED
AND SOPHISTICATED PARTICIPANT IN THE TRANSACTIONS AND HAS UNDERTAKEN SUCH
INVESTIGATION, AND HAS BEEN PROVIDED WITH AND HAS EVALUATED SUCH DOCUMENTS AND
INFORMATION, AS IT HAS DEEMED NECESSARY IN CONNECTION WITH THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
THE PURCHASER HAS NO KNOWLEDGE OF ANY FACTS AND/OR CIRCUMSTANCES THAT WOULD MAKE
ANY OF THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY OR THE SELLERS
CONTAINED IN ARTICLES III AND IV UNTRUE OR MISLEADING.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
As a material inducement to the Purchaser to enter into this Agreement and to
purchase the F&H Membership Interests, and understanding that the Purchaser is
relying thereon, except as set forth on the Seller Disclosure Schedule, and
subject to the preceding paragraph, each Seller hereby represents and warrants,
severally and not jointly, that as of the date hereof and as of the Effective
Date:
3.1
POWER AND AUTHORIZATION.
SUCH SELLER THAT IS AN INDIVIDUAL HAS
THE REQUISITE POWER, AUTHORITY, LEGAL RIGHT AND CAPACITY NECESSARY TO ENTER
INTO, DELIVER AND PERFORM ITS OBLIGATIONS PURSUANT TO EACH OF THE TRANSACTION
DOCUMENTS TO WHICH HE OR SHE IS A PARTY.
EACH SELLER THAT IS A TRUST HAS THE
REQUISITE POWER, AUTHORITY AND LEGAL RIGHT TO ENTER INTO, DELIVER AND PERFORM
ITS OBLIGATIONS PURSUANT TO EACH OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A
PARTY.
SUCH SELLER'S EXECUTION, DELIVERY AND PERFORMANCE OF EACH TRANSACTION
DOCUMENT TO WHICH IT IS A PARTY HAS BEEN DULY AUTHORIZED BY SUCH SELLER AND, IN
THE CASE OF EACH SELLER THAT IS A TRUST, NO OTHER PROCEEDING ON THE PART OF SUCH
PARTY IS NECESSARY TO AUTHORIZE