AND WARRANTIES
3.1
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
THE COMPANY
HEREBY REPRESENTS AND WARRANTS TO EACH OF THE PURCHASERS AS FOLLOWS:
(A)
SUBSIDIARIES.
THE COMPANY HAS NO DIRECT OR INDIRECT
SUBSIDIARIES OTHER THAN THOSE LISTED IN SCHEDULE 3.1(A).
EXCEPT AS DISCLOSED IN
SCHEDULE 3.1(A), THE COMPANY OWNS, DIRECTLY OR INDIRECTLY, ALL OF THE CAPITAL
STOCK OR COMPARABLE EQUITY INTERESTS OF EACH SUBSIDIARY FREE AND CLEAR OF ANY
LIEN AND ALL THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OR COMPARABLE
EQUITY INTEREST OF EACH SUBSIDIARY ARE VALIDLY ISSUED AND ARE FULLY PAID,
NON-ASSESSABLE AND FREE OF PREEMPTIVE AND SIMILAR RIGHTS.
(B)
ORGANIZATION AND QUALIFICATION.
EACH OF THE COMPANY AND THE
SUBSIDIARIES IS AN ENTITY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR ORGANIZATION (AS
APPLICABLE), WITH THE REQUISITE POWER AND AUTHORITY TO OWN AND USE ITS
PROPERTIES AND ASSETS AND TO CARRY ON ITS BUSINESS AS CURRENTLY CONDUCTED.
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS IN VIOLATION OF ANY OF THE PROVISIONS
OF ITS RESPECTIVE ARTICLES OF ASSOCIATION, CERTIFICATE OR ARTICLES OF
INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL OR CHARTER DOCUMENTS.
EACH OF THE
COMPANY AND THE SUBSIDIARIES IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD
STANDING AS A FOREIGN CORPORATION OR OTHER ENTITY IN EACH JURISDICTION IN WHICH
THE NATURE OF THE BUSINESS CONDUCTED OR PROPERTY OWNED BY IT MAKES SUCH
QUALIFICATION NECESSARY, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED OR IN GOOD
STANDING, AS THE CASE MAY BE, COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE
A MATERIAL ADVERSE EFFECT.
(C)
AUTHORIZATION; ENFORCEMENT.
THE COMPANY HAS THE REQUISITE
CORPORATE POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY EACH OF THE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT ITS
OBLIGATIONS HEREUNDER AND THEREUNDER.
THE EXECUTION AND DELIVERY OF EACH OF THE
TRANSACTION DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY IT OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY ACTION ON THE
6
PART OF THE COMPANY AND NO FURTHER CONSENT OR ACTION IS REQUIRED BY THE COMPANY,
ITS BOARD OF DIRECTORS OR ITS SHAREHOLDERS.
EACH OF THE TRANSACTION DOCUMENTS
HAS BEEN (OR UPON DELIVERY WILL BE) DULY EXECUTED BY THE COMPANY AND IS, OR WHEN
DELIVERED IN ACCORDANCE WITH THE TERMS HEREOF, WILL CONSTITUTE, THE VALID AND
BINDING OBLIGATION OF THE COMPANY ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE
WITH ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM, FRAUDULENT TRANSFER AND OTHER LAWS AFFECTING CREDITORS' RIGHTS AND
REMEDIES GENERALLY AND TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER
ENFORCEMENT IS SOUGHT IN A PROCEEDING AT LAW OR IN EQUITY).
(D)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THE TRANSACTION DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY THE COMPANY OF
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY DO NOT AND WILL NOT (I)
CONFLICT WITH OR VIOLATE ANY PROVISION OF THE COMPANY'S OR ANY SUBSIDIARY'S
CERTIFICATE OR ARTICLES OF INCORPORATION, BYLAWS, ARTICLES OF