AFFILIATES PROHIBITS ARCH PARENT OR SELLER FROM ENTERING INTO THIS AGREEMENT.
THE THIRD PARTY AGREEMENT MAY BE TERMINATED BY SELLER AT ANY TIME UPON THREE (3)
CALENDAR DAYS WRITTEN NOTICE FROM SELLER TO THE THIRD PARTY.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to Seller as follows:
SECTION 3.01
CORPORATE ORGANIZATION; SUBSIDIARIES.
PURCHASER
IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE STATE OF DELAWARE.
21
COPIES OF THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF PURCHASER, WITH ALL
AMENDMENTS THERETO TO THE DATE HEREOF, HAVE BEEN FURNISHED TO SELLER OR THEIR
REPRESENTATIVES, AND SUCH COPIES ARE ACCURATE AND COMPLETE AS OF THE DATE
HEREOF.
SECTION 3.02
QUALIFICATION TO DO BUSINESS.
PURCHASER HAS THE
REQUISITE CORPORATE POWER AND AUTHORITY AND ALL NECESSARY GOVERNMENTAL AUTHORITY
TO OWN, OPERATE OR LEASE THE PROPERTIES THAT IT PURPORTS TO OWN, OPERATE OR
LEASE AND TO CARRY ON ITS BUSINESS AS IT IS NOW BEING CONDUCTED, AND IS DULY
QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION, AND IS IN GOOD STANDING, IN
EACH JURISDICTION WHERE THE CHARACTER OF ITS PROPERTIES OWNED, OPERATED OR
LEASED OR THE NATURE OF ITS ACTIVITIES MAKES SUCH QUALIFICATION NECESSARY,
EXCEPT ANY SUCH JURISDICTION WHERE THE FAILURE TO BE SO QUALIFIED AND IN GOOD
STANDINGS WOULD NOT BE REASONABLY EXPECTED TO PREVENT OR MATERIALLY DELAY THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SECTION 3.03
AUTHORIZATION AND VALIDITY OF AGREEMENT.
PURCHASER HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS
AGREEMENT TO CARRY OUT ITS OBLIGATIONS HEREUNDER AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER HAVE BEEN DULY AUTHORIZED BY
ALL NECESSARY CORPORATE ACTION OF PURCHASER, AND SUBJECT TO THE RECEIPT OF
REGULATORY APPROVALS DESCRIBED ON SCHEDULE 2.06, NO OTHER PROCEEDINGS ON THE
PART OR IN RESPECT OF PURCHASER, IS NECESSARY TO AUTHORIZE SUCH EXECUTION,
DELIVERY AND PERFORMANCE.
THIS AGREEMENT HAS BEEN DULY EXECUTED BY PURCHASER
AND CONSTITUTES A VALID AND BINDING OBLIGATION OF PURCHASER, ENFORCEABLE AGAINST
PURCHASER IN ACCORDANCE WITH ITS TERMS, EXCEPT AS MAY BE LIMITED BY APPLICABLE
BANKRUPTCY, INSOLVENCY, MORATORIUM OR SIMILAR LAWS OF GENERAL APPLICATION
RELATING TO OR AFFECTING CREDITORS' RIGHTS GENERALLY AND EXCEPT FOR THE
LIMITATIONS IMPOSED BY GENERAL PRINCIPLES OF EQUITY.
SECTION 3.04
NON-CONTRAVENTION.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT
(I) RESULT IN A BREACH OF ANY OF THE TERMS OF, OR CONSTITUTE A VIOLATION OF OR
DEFAULT UNDER THE ORGANIZATIONAL DOCUMENTS OF PURCHASER, (II) RESULT IN A BREACH
OF ANY OF THE TERMS OF, OR CONSTITUTE A VIOLATION OF OR DEFAULT UNDER, RESULT IN
ANY MODIFICATION OF, ACCELERATE OR PERMIT THE ACCELERATION OF THE PERFORMANCE
REQUIRED BY, OR OTHERWISE GIVE ANY OTHER CONTRACTING PARTY THE RIGHT TO
TERMINATE ANY CONTRACT, INDENTURE OR OTHER INSTRUMENT OR AGREEMENT BY WHICH
PURCHASER, OR ANY OF ITS RESPECTIVE ASSETS ARE SUBJECT OR BOUND, (III) VIOLATE
ANY STATUTE, LAW OR REGULATION