ITS OBLIGATIONS
HEREUNDER WILL VIOLATE ANY LAW, DECREE, STATUTE, RULE OR REGULATION APPLICABLE
TO THE SHAREHOLDER OR REQUIRE ANY ORDER, CONSENT, AUTHORIZATION OR APPROVAL OF,
FILING OR REGISTRATION WITH, OR DECLARATION OR NOTICE TO, ANY COURT,
ADMINISTRATIVE AGENCY OR OTHER GOVERNMENTAL BODY OR AUTHORITY, THE VIOLATION OF
WHICH OR FAILURE TO TAKE ANY SUCH ACTION COULD, INDIVIDUALLY OR IN THE
AGGREGATE, BE REASONABLY EXPECTED TO PREVENT OR MATERIALLY IMPAIR OR DELAY THE
PERFORMANCE BY SUCH SHAREHOLDER OF ITS OBLIGATIONS HEREUNDER, OTHER THAN ANY
REQUIRED NOTICES OR FILINGS PURSUANT TO FEDERAL OR STATE SECURITIES LAWS.
(H)
EXCEPT AS SET FORTH IN SECTION 3.8 OF THE
MERGER AGREEMENT, NO BROKER, FINDER OR INVESTMENT BANKER IS ENTITLED TO ANY
BROKERAGE, FINDER'S OR OTHER FEE OR COMMISSION IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE MERGER AGREEMENT BASED UPON
ARRANGEMENTS MADE BY OR ON BEHALF OF SUCH SHAREHOLDER THAT IS OR WILL BE PAYABLE
BY THE COMPANY OR ANY OF ITS SUBSIDIARIES.
(I)
SUCH SHAREHOLDER UNDERSTANDS AND
ACKNOWLEDGES THAT PARENT IS ENTERING INTO, AND CAUSING PURCHASER TO ENTER INTO,
THE MERGER AGREEMENT IN RELIANCE UPON SUCH SHAREHOLDER'S EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT.
(J)
TO THE EXTENT SUCH SHAREHOLDER IS A
TRUST, SUCH SHAREHOLDER HAS SUPPLIED OR MADE AVAILABLE TO PARENT OR PURCHASER
TRUE AND CORRECT COPIES OF ALL DOCUMENTS ESTABLISHING, ORGANIZING, GOVERNING OR
CONTROLLING SUCH TRUST INCLUDING ANY ORDER, DECREE OR OTHER JUDICIAL
PRONOUNCEMENT AFFECTING SUCH TRUST DOCUMENTS, AND ALL SUCH DOCUMENTS REMAIN IN
FULL FORCE AND EFFECT.
(K)
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS ANY OUTSTANDING LIABILITIES OR OBLIGATIONS TO SUCH SHAREHOLDER
THAT WERE NOT FULLY REFLECTED OR RESERVED AGAINST IN THE MOST RECENT FINANCIAL
STATEMENTS INCLUDED IN THE FILED COMPANY SEC DOCUMENTS, EXCEPT FOR IMMATERIAL
TRAVEL AND OTHER EXPENSES RELATED TO SERVICE AS AN EMPLOYEE, OFFICER OR DIRECTOR
AND OBLIGATIONS RELATING TO SERVICE AS AN EMPLOYEE, OFFICER OR DIRECTOR.
SECTION 3.
REPRESENTATIONS AND
WARRANTIES OF THE COMPANY.
THE COMPANY REPRESENTS AND WARRANTS TO PARENT AND
PURCHASER, AS OF THE DATE HEREOF AND AS OF ANY CLOSING, AS FOLLOWS:
(A)
THE COMPANY IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA, HAS THE REQUISITE CORPORATE POWER AND CORPORATE
AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS
HEREUNDER, AND HAS TAKEN ALL NECESSARY CORPORATE ACTION TO AUTHORIZE THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT.
(B)
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY THE COMPANY AND, ASSUMING THIS AGREEMENT CONSTITUTES THE VALID AND
BINDING AGREEMENT OF EACH OF THE SHAREHOLDERS, PARENT AND PURCHASER, IS A VALID
AND BINDING OBLIGATION OF THE COMPANY, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH
ITS TERMS.
3
(C)
NEITHER THE EXECUTION AND DELIVERY OF THIS
AGREEMENT NOR THE PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS HEREUNDER WILL
CONFLICT WITH, RESULT IN A VIOLATION OR BREACH OF, OR CONSTITUTE A DEFAULT (OR
AN EVENT THAT, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD RESULT IN