OF ANY CAPITAL STOCK
OF TRACE (OTHER THAN THIS AGREEMENT).
THE SELLER IS NOT A PARTY TO ANY VOTING
TRUST, PROXY, OR OTHER AGREEMENT OR UNDERSTANDING WITH RESPECT TO THE VOTING OF
ANY CAPITAL STOCK OF TRACE.
SECTION 3.2
REPRESENTATIONS AND WARRANTIES OF
THE BUYER.
The Buyer represents and warrants to the Sellers the following, except as set
forth on Schedule 3.2:
(A)
ORGANIZATION.
THE BUYER IS A CORPORATION
DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS INCORPORATION.
(B)
AUTHORIZATION OF TRANSACTION.
THE BUYER HAS
FULL POWER AND AUTHORITY (INCLUDING FULL CORPORATE POWER AND AUTHORITY) TO
EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND
THE BOARD OF DIRECTORS OF BUYER HAS APPROVED THIS AGREEMENT AND TRANSACTIONS
CONTEMPLATED HEREIN.
THIS AGREEMENT CONSTITUTES THE VALID AND LEGALLY BINDING
OBLIGATION OF THE BUYER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS AND
CONDITIONS.
THE BUYER IS NOT REQUIRED TO GIVE ANY NOTICE TO, MAKE ANY FILING
WITH, OR OBTAIN ANY AUTHORIZATION, CONSENT, OR APPROVAL OF ANY GOVERNMENT OR
GOVERNMENTAL AGENCY IN ORDER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
(C)
NONCONTRAVENTION.
NEITHER THE EXECUTION
AND THE DELIVERY OF THIS AGREEMENT, NOR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY, WILL (I) VIOLATE ANY CONSTITUTION, STATUTE, REGULATION,
RULE, INJUNCTION, JUDGMENT, ORDER, DECREE, RULING, CHARGE, OR OTHER RESTRICTION
OF ANY GOVERNMENT, GOVERNMENTAL AGENCY, OR COURT TO WHICH THE BUYER IS SUBJECT
OR ANY PROVISION OF ITS CHARTER OR BYLAWS OR (II) CONFLICT WITH, RESULT IN A
BREACH OF, CONSTITUTE A DEFAULT UNDER, RESULT IN THE ACCELERATION OF, CREATE IN
ANY PARTY THE RIGHT TO ACCELERATE, TERMINATE, MODIFY, OR CANCEL, OR REQUIRE ANY
NOTICE UNDER ANY AGREEMENT, CONTRACT, LEASE, LICENSE, INSTRUMENT, OR OTHER
ARRANGEMENT TO WHICH THE BUYER IS A PARTY OR BY WHICH IT IS BOUND OR TO WHICH
ANY OF ITS ASSETS IS SUBJECT.
(D)
BROKERS' FEES.
THE BUYER DOES NOT HAVE ANY
LIABILITY OR OBLIGATION TO PAY ANY FEES OR COMMISSIONS TO ANY BROKER, FINDER, OR
AGENT WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT FOR WHICH
ANY SELLER COULD BECOME LIABLE OR OBLIGATED.
18
(E)
INVESTMENT.
THE BUYER IS NOT ACQUIRING
TRACE COMMON STOCK WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY
DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT.
(F)
COMPANY SHARES AND SEC REPORTS.
BUYER
HAS FILED ALL REPORTS REQUIRED TO BE FILED BY IT UNDER THE SECURITIES ACT AND
THE EXCHANGE ACT, INCLUDING PURSUANT TO SECTION 13(A) OR 15(D) THEREOF, FOR THE
TWELVE (12) MONTHS PRECEDING THE DATE HEREOF (OR SUCH SHORTER PERIOD AS THE
COMPANY WAS REQUIRED BY LAW TO FILE SUCH MATERIAL) (THE FOREGOING MATERIALS,
INCLUDING THE EXHIBITS THERETO, BEING COLLECTIVELY REFERRED TO HEREIN AS THE
"SEC REPORTS") ON A TIMELY BASIS OR HAS RECEIVED A VALID EXTENSION OF SUCH TIME
OF FILING AND HAS FILED ANY SUCH SEC REPORTS PRIOR TO THE EXPIRATION OF ANY SUCH
EXTENSION.
AS OF THEIR RESPECTIVE DATES, THE SEC REPORTS COMPLIED IN ALL
MATERIAL RESPECTS