WILL BE A PARTY AT THE CLOSING
REQUIRES NO CONSENT, APPROVAL, ORDER, AUTHORIZATION OR ACTION BY OR IN RESPECT
OF, OR FILING WITH, ANY GOVERNMENTAL AUTHORITY AND EXCEPT THAT CROMPTON MAKES NO
REPRESENTATION OR WARRANTIES REGARDING THE HSR ACT.
SECTION 5.4
NON-CONTRAVENTION; CONSENTS.
EXCEPT AS DISCLOSED IN SCHEDULE
5.4, THE EXECUTION, DELIVERY AND PERFORMANCE BY CROMPTON OF THIS AGREEMENT AND
EACH ANCILLARY AGREEMENT TO WHICH CROMPTON WILL BE A PARTY AT THE CLOSING AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY DO NOT AND
WILL NOT AT THE CLOSING (I) VIOLATE THE CHARTER DOCUMENTS OR BYLAWS OF CROMPTON,
(II) VIOLATE ANY LAW OR ORDER, OR (III) REQUIRE ANY FILING WITH OR THE ISSUANCE
OF ANY PERMIT, CONSENT OR APPROVAL OF, OR THE GIVING OF ANY NOTICE TO, ANY
PERSON (INCLUDING FILINGS, CONSENTS OR APPROVALS REQUIRED UNDER ANY PERMITS OF
CROMPTON OR ANY LICENSES TO WHICH CROMPTON IS A PARTY), EXCEPT TO THE EXTENT
THAT ANY OF THE FOREGOING WOULD NOT HAVE A MATERIAL ADVERSE EFFECT AND EXCEPT
THAT CROMPTON MAKES NO REPRESENTATION OR WARRANTIES REGARDING THE HSR ACT.
SECTION 5.5
CAPITALIZATION.
(A) CROMPTON IS AND WILL BE AT CLOSING THE SOLE
AND EXCLUSIVE LEGAL AND BENEFICIAL OWNER OF THAT NUMBER OF DS UNITS SET FORTH
OPPOSITE CROMPTON'S NAME ON SCHEDULE 5.5 HEREOF, FREE AND CLEAR OF ALL LIENS
AND, UPON CONSUMMATION OF THE
30
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PURCHASER WILL ACQUIRE GOOD,
VALID AND INDEFEASIBLE TITLE TO CROMPTON'S INTEREST.
(B)
EXCEPT AS SET FORTH IN THE DS OPERATING AGREEMENT, THERE ARE NO
VOTING TRUSTS, AGREEMENTS, PROXIES OR OTHER UNDERSTANDINGS IN EFFECT WITH
RESPECT TO THE VOTING OR TRANSFER OF THE CROMPTON INTEREST.
EXCEPT AS MAY BE
SET FORTH IN THE DS OPERATING AGREEMENT, THERE ARE NO OUTSTANDING OR AUTHORIZED
STOCK APPRECIATION, PHANTOM STOCK PARTICIPATION OR SIMILAR RIGHTS WITH RESPECT
TO THE CROMPTON INTEREST.
SECTION 5.6
LITIGATION.
EXCEPT AS DISCLOSED IN SCHEDULE 5.6, THERE ARE NO
OUTSTANDING JUDGMENTS, ORDERS, INJUNCTIONS, DECREES, STIPULATIONS OR AWARDS
(WHETHER RENDERED BY A COURT, ADMINISTRATIVE AGENCY, ARBITRAL BODY OR
GOVERNMENTAL AUTHORITY) AGAINST CROMPTON WITH RESPECT TO THE CROMPTON INTEREST.
SECTION 5.7
FINDERS' FEES.
EXCEPT AS SET FORTH ON SCHEDULE 5.7, THERE IS NO
INVESTMENT BANKER, BROKER, FINDER OR OTHER INTERMEDIARY WHICH HAS BEEN RETAINED
BY OR IS AUTHORIZED TO ACT ON BEHALF OF CROMPTON WHO MIGHT BE ENTITLED TO ANY
FEE OR OTHER COMMISSION IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS.
SECTION 5.8
CROMPTON'S KNOWLEDGE.
TO CROMPTON'S KNOWLEDGE, NO
REPRESENTATION OR WARRANTY MADE BY THE COMPANY IN THIS AGREEMENT (INCLUDING ANY
SCHEDULE HERETO), WITHOUT GIVING EFFECT TO ANY COMPANY KNOWLEDGE QUALIFICATION
MODIFYING ANY SUCH REPRESENTATION OR WARRANTY, CONTAINS ANY UNTRUE STATEMENT OR
OMITS INFORMATION NECESSARY IN ORDER TO MAKE THE STATEMENTS HEREIN NOT
MISLEADING.
SECTION 5.9
DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES.
EXCEPT AS
PROVIDED IN THIS AGREEMENT, IN THE ANCILLARY AGREEMENTS, OR IN ANY EXHIBIT
HERETO OR THERETO OR OTHER AGREEMENT OR DOCUMENT DELIVERED BY CROMPTON IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED