ABOVE, WHICH CONFLICT, VIOLATION, BREACH,
DEFAULT, LIABILITY OR OBLIGATION, INDIVIDUALLY OR IN THE AGGREGATE, HAS OR WOULD
HAVE A MATERIAL ADVERSE EFFECT ON THE ABILITY OF THE BUYER TO PERFORM ITS
OBLIGATIONS HEREUNDER.
2.2
REPRESENTATIONS AND WARRANTIES OF THE SELLER.
THE SELLER
REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF:
(A)
THE SELLER (I) IS THE DIRECT OWNER, BENEFICIALLY AND OF RECORD, OF THE
SELLER INTERESTS AND (II) HAS NOT MADE ANY ASSIGNMENT, PLEDGE, HYPOTHECATION OR
TRANSFER OF, AND HAS NOT CREATED, OR PERMITTED TO EXIST, ANY SECURITY INTEREST
IN OR OTHER ENCUMBRANCE ON, THE SELLER INTERESTS;
5
(B)
THE SELLER IS A CORPORATION, DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF DELAWARE WITH ALL REQUISITE CORPORATE
POWER AND AUTHORITY TO OWN, LEASE AND OPERATE ITS PROPERTIES AND TO CARRY ON ITS
BUSINESS AS NOW BEING CONDUCTED;
(C)
THE SELLER IS DULY LICENSED OR QUALIFIED TO DO BUSINESS AS A FOREIGN
CORPORATION AND IS IN GOOD STANDING IN ALL JURISDICTIONS IN WHICH THE PROPERTY
OWNED OR LEASED BY IT OR THE ACTIVITIES CONDUCTED BY IT REQUIRES IT TO BE SO
QUALIFIED (EXCEPT WHERE THE FAILURE TO SO QUALIFY WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT ON THE ABILITY OF THE SELLER TO PERFORM ITS OBLIGATIONS
HEREUNDER);
(D)
(I) THE SELLER HAS THE NECESSARY AND APPROPRIATE POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND TO CARRY OUT ITS OBLIGATIONS HEREUNDER
AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, (II) THE EXECUTION AND
DELIVERY BY THE SELLER OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN DULY AUTHORIZED BY THE BOARD OF
DIRECTORS OF THE SELLER, (III) NO OTHER CORPORATE ACTION ON THE PART OF THE
SELLER OR ANY OTHER PERSON OR ENTITY, WHETHER PURSUANT TO THE CERTIFICATE OF
INCORPORATION OR BYLAWS OF THE SELLER OR BY LAW OR OTHERWISE, ARE NECESSARY TO
AUTHORIZE THE SELLER TO ENTER INTO THIS AGREEMENT OR TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY, (IV) THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY THE SELLER AND (V) THIS AGREEMENT IS THE LEGAL, VALID AND BINDING
OBLIGATION OF THE SELLER, ENFORCEABLE AGAINST THE SELLER IN ACCORDANCE WITH ITS
TERMS (EXCEPT TO THE EXTENT THAT ENFORCEMENT IS AFFECTED BY LAWS PERTAINING TO
BANKRUPTCY, REORGANIZATION, INSOLVENCY AND CREDITORS' RIGHTS AND BY THE
AVAILABILITY OF INJUNCTIVE RELIEF, SPECIFIC PERFORMANCE AND OTHER EQUITABLE
REMEDIES); AND
(E)
NEITHER THE EXECUTION, DELIVERY OF THIS AGREEMENT NOR THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY (I) REQUIRES ANY FILING OR REGISTRATION
WITH, NOTIFICATION TO, PERMISSION OF OR ANY ACTION OR ORDER BY ANY GOVERNMENTAL
OR REGULATORY AUTHORITY WITH RESPECT TO THE SELLER EXCEPT ANY SUCH FILING,
REGISTRATION, NOTIFICATION OR PERMISSION THAT HAS BEEN OR WILL BE OBTAINED AT
THE TIME OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, (II) (A)
VIOLATES OR WILL VIOLATE ANY ORDER, WRIT, INJUNCTION, JUDGMENT, DECREES OR AWARD
OR (B) TO THE KNOWLEDGE OF THE SELLER, VIOLATES OR WILL VIOLATE OR CONFLICT WITH
ANY LAW, IN EITHER CASE,