NOT BE INDEBTED TO OR LIABLE FOR ANY PAYMENT
OF ANY SUM TO SELLER OR ANY OF ITS AFFILIATES ("INTRAGROUP LIABILITIES").
3.24.
CERTAIN PAYMENTS.
Neither Gish nor any director, officer, agent, or employee of Gish, or to
Seller's and Gish's Knowledge any other Person associated with or acting for or
on behalf of Gish, has directly or indirectly (a) made any contribution, gift,
bribe, payoff, influence payment, kickback, or other payment to any Person,
private or public, regardless of form, whether in money, property, or services
(i) to obtain favorable treatment in securing business, (ii) to pay for
favorable treatment for business secured, (iii) to obtain special concessions or
for special concessions already obtained, for or in respect of Gish, or (iv) in
violation of any Legal Requirement, (b) established or maintained any fund or
asset that has not been recorded in the books and records of Gish.
3.25.
DISCLOSURE.
(A)
NO REPRESENTATION OR WARRANTY OF SELLER OR GISH IN THIS AGREEMENT
AND NO STATEMENT IN THE DISCLOSURE SCHEDULE OMITS TO STATE A MATERIAL FACT
NECESSARY TO MAKE THE STATEMENTS HEREIN OR THEREIN, IN LIGHT OF THE
CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING.
(B)
NO NOTICE GIVEN PURSUANT TO SECTION 5.5 WILL CONTAIN ANY UNTRUE
STATEMENT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS
THEREIN OR IN THIS AGREEMENT, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE
MADE, NOT MISLEADING.
(C)
THERE IS NO FACT KNOWN TO SELLER THAT HAS SPECIFIC APPLICATION TO
GISH (OTHER THAN GENERAL ECONOMIC OR INDUSTRY CONDITIONS) AND THAT MATERIALLY
ADVERSELY AFFECTS OR, AS FAR AS SELLER CAN REASONABLY FORESEE, MATERIALLY
THREATENS, THE ASSETS, BUSINESS, PROSPECTS, FINANCIAL CONDITION, OR RESULTS OF
OPERATIONS OF GISH THAT HAS NOT BEEN SET FORTH IN THIS AGREEMENT OR THE
DISCLOSURE SCHEDULE.
3.26.
BROKERS OR FINDERS.
Except for fees payable to Silverwood Partners LLC by Seller, Seller, Gish and
their agents have incurred no obligation or liability, contingent or otherwise,
for brokerage or finders' fees or agents' commissions or other similar payment
in connection with this Agreement or the transactions contemplated hereby and
will indemnify and hold Buyer harmless from any such payment alleged to be due
by or through Seller or Gish as a result of the action of Seller, Gish or their
officers or agents.
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4.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Sellers as follows:
4.1.
ORGANIZATION AND GOOD STANDING.
Buyer is a corporation duly organized, validly existing, and in good standing
under the laws of the Federal Republic of Germany.
4.2.
AUTHORITY; NO CONFLICT.
(A)
THIS AGREEMENT CONSTITUTES THE LEGAL, VALID, AND BINDING
OBLIGATION OF BUYER, ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH ITS TERMS.
UPON THE EXECUTION AND DELIVERY BY BUYER OF THIS AGREEMENT AND THE AGREEMENTS
CONTEMPLATED HEREBY, THIS AGREEMENT (AND SUCH OTHER AGREEMENTS) WILL CONSTITUTE
THE LEGAL, VALID, AND BINDING OBLIGATIONS OF BUYER, ENFORCEABLE AGAINST BUYER IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS.
BUYER HAS THE ABSOLUTE AND UNRESTRICTED
RIGHT, POWER, AND AUTHORITY TO