THE BUYER IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF SINGAPORE.
3.2
AUTHORIZATION OF THE TRANSACTION.
THE BUYER HAS ALL REQUISITE
POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
THE
EXECUTION AND DELIVERY BY THE BUYER OF THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS, AND THE CONSUMMATION BY THE BUYER OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY, HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION ON THE PART OF THE BUYER.
THIS AGREEMENT HAS BEEN DULY AND
VALIDLY EXECUTED AND DELIVERED BY THE BUYER AND CONSTITUTES A VALID AND BINDING
OBLIGATION OF THE BUYER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS
EXCEPT (I) AS LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM, FRAUDULENT CONVEYANCE, AND OTHER LAWS OF GENERAL APPLICATION
AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, OR (II) AS LIMITED BY LAWS
RELATING TO THE AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF, OR
OTHER EQUITABLE REMEDIES.
3.3
NONCONTRAVENTION.
NEITHER THE EXECUTION AND DELIVERY BY THE
BUYER OF THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, NOR THE CONSUMMATION BY THE
BUYER OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WILL (A) CONFLICT WITH
OR VIOLATE ANY PROVISION OF THE CERTIFICATE OF INCORPORATION OR BYLAWS OF THE
BUYER, (B) REQUIRE ON THE PART OF THE BUYER ANY FILING WITH, OR PERMIT,
AUTHORIZATION, CONSENT OR APPROVAL OF, ANY GOVERNMENTAL ENTITY, (C) CONFLICT
WITH, RESULT IN BREACH OF, CONSTITUTE (WITH OR WITHOUT DUE NOTICE OR LAPSE OF
TIME OR BOTH) A DEFAULT UNDER, RESULT IN THE ACCELERATION OF OBLIGATIONS UNDER,
CREATE IN ANY PARTY ANY RIGHT TO TERMINATE, MODIFY OR CANCEL, OR REQUIRE ANY
NOTICE, CONSENT OR WAIVER UNDER, ANY CONTRACT OR INSTRUMENT TO WHICH THE BUYER
IS A PARTY OR BY WHICH IT IS BOUND OR TO WHICH ANY OF ITS ASSETS IS SUBJECT,
EXCEPT FOR (I) ANY CONFLICT, BREACH, DEFAULT, ACCELERATION, TERMINATION,
MODIFICATION OR CANCELLATION WHICH WOULD NOT ADVERSELY AFFECT THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY OR (II) ANY NOTICE, CONSENT OR WAIVER
THE ABSENCE OF WHICH WOULD NOT ADVERSELY AFFECT THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY, OR (D) VIOLATE ANY ORDER, WRIT, INJUNCTION,
DECREE, STATUTE, RULE OR REGULATION APPLICABLE TO THE BUYER OR ANY OF ITS
PROPERTIES OR ASSETS.
3.4
LITIGATION.
THERE IS NO LEGAL PROCEEDING WHICH IS PENDING OR, TO
THE BEST KNOWLEDGE OF BUYER, THREATENED IN WRITING AGAINST THE BUYER.
THERE ARE
NO JUDGMENTS, ORDERS OR DECREES OUTSTANDING AGAINST THE BUYER.
12
3.5
BROKERS' FEES.
THE BUYER HAS NO LIABILITY OR OBLIGATION TO PAY
ANY FEES OR COMMISSIONS TO ANY BROKER, FINDER OR AGENT WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
3.6
MAQUILADORA.
BUYER'S MEXICAN AFFILIATE CURRENTLY HAS (AND AT THE
TIME ON WHICH THE ACTIONS REFERENCED IN SECTION 1.8 WILL TAKE PLACE WILL HAVE) A
DULY QUALIFIED IMMEX PROGRAM IN PLACE.
ARTICLE IV
PRE-CLOSING COVENANTS
4.1
CLOSING EFFORTS.
EACH OF THE PARTIES SHALL USE ITS REASONABLE
BEST EFFORTS TO TAKE ALL ACTIONS AND TO