THE SEC WITH
RESPECT THERETO; WERE PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT
BASIS AND FAIRLY PRESENT THE CONSOLIDATED FINANCIAL CONDITION AND OPERATING
RESULTS OF PARENT AT THE DATES AND DURING THE PERIODS INDICATED THEREIN.
4.4
COMPLIANCE WITH OTHER INSTRUMENTS.
THE EXECUTION AND DELIVERY OF
THIS AGREEMENT, THE BILL OF SALE, AND ALL OTHER AGREEMENTS TO BE ENTERED INTO IN
CONNECTION HEREWITH, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY, WILL NOT CONFLICT WITH OR RESULT IN ANY VIOLATION OF ANY
LAW, RULE, REGULATION, JUDGMENT, ORDER, DECREE OR ORDINANCE APPLICABLE TO BUYER
OR PARENT OR ANY OF THEIR RESPECTIVE PROPERTIES OR ASSETS, OR CONFLICT WITH OR
RESULT IN ANY BREACH OR DEFAULT (WITH OR WITHOUT NOTICE OR LAPSE OF TIME, OR
BOTH) UNDER, OR GIVE RISE TO A RIGHT OF TERMINATION, CANCELLATION OR
ACCELERATION OF ANY OBLIGATION OR TO LOSS OF A MATERIAL BENEFIT, UNDER (I) ANY
PROVISIONS OF THE RESPECTIVE CERTIFICATES OF INCORPORATION OR BYLAWS OF BUYER OR
PARENT; OR (II) ANY MATERIAL AGREEMENT, CONTRACT, NOTE, MORTGAGE, INDENTURE,
LEASE, INSTRUMENT, PERMIT, CONCESSION, FRANCHISE OR LICENSE OR ANY WRIT, ORDER
OR DECREE TO WHICH BUYER OR PARENT ARE A PARTY OR BY WHICH BUYER OR PARENT OR
ANY OF THEIR RESPECTIVE PROPERTIES ARE BOUND.
4.5
CONSENTS AND APPROVALS; NO VIOLATIONS.
EXCEPT FOR FILINGS,
PERMITS, AUTHORIZATIONS, CONSENTS AND APPROVALS AS MAY BE REQUIRED UNDER, AND
OTHER APPLICABLE REQUIREMENTS OF, THE SECURITIES ACT, THE EXCHANGE ACT, AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER, OR OF ANY REGULATORY AUTHORITY
PURSUANT THERETO, OR OF ANY STATE SECURITIES OR BLUE SKY LAWS, NO FILING WITH OR
NOTICE TO, AND NO PERMIT, AUTHORIZATION, CONSENT OR APPROVAL OF, ANY THIRD
PARTY, GOVERNMENTAL OR OTHER ENTITY IS NECESSARY FOR THE CONSUMMATION BY BUYER
OR PARENT OF THE TRANSACTIONS CONTEMPLATED HEREBY.
4.6
LITIGATION AND PROCEEDINGS.
THERE IS NO ACTION, SUIT, PROCEEDING
OR INVESTIGATION, OR ANY COUNTER OR CROSS-CLAIM IN AN ACTION BROUGHT AGAINST, BY
OR ON BEHALF OF BUYER OR PARENT, WHETHER AT LAW OR IN EQUITY, OR BEFORE OR BY
ANY GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY OR
INSTRUMENTALITY, DOMESTIC OR FOREIGN, OR BEFORE ANY ARBITRATOR OF ANY KIND, THAT
IS PENDING OR, TO BUYER'S KNOWLEDGE AND PARENT'S KNOWLEDGE, THREATENED, WHICH
(I) COULD REASONABLY BE EXPECTED TO ADVERSELY AFFECT BUYER'S ABILITY OR PARENT'S
ABILITY TO PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT, OR THE
BILL OF SALE, OR COMPLETE ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, OR (II) WHICH MAY BECOME A CLAIM, OR LIABILITY AGAINST BUYER OR
PARENT.
TO BUYER'S KNOWLEDGE AND PARENT'S KNOWLEDGE, THERE ARE NO FACTS OR
CIRCUMSTANCES THAT COULD REASONABLY BE EXPECTED TO GIVE RISE TO ANY ACTIONS OF
THE TYPE SET FORTH IN THIS SECTION 4.6.
4.7
NO BROKER.
BUYER AND PARENT HAVE NOT RETAINED OR USED THE SERVICES
OF AN AGENT, FINDER OR BROKER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.
BUYER AND PARENT SHALL PAY, AND SHALL INDEMNIFY, HOLD
HARMLESS AND DEFEND SELLER FROM AND AGAINST, ALL COMMISSIONS, FINDER'S AND OTHER
FEES AND EXPENSES