ABILITY OF SUCH BUYER TO PERFORM ITS OBLIGATIONS
HEREUNDER.
(J)
RESIDENCY.
SUCH BUYER IS A RESIDENT OF THAT JURISDICTION SPECIFIED
BELOW ITS ADDRESS ON THE SCHEDULE OF BUYERS.
3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company hereby represents and warrants to each of the Buyers as of the date
hereof and as of the Closing Date as set forth below.
Except as otherwise
indicated, for purposes of this Agreement, Lexico Publishing Group LLC and its
subsidiaries (taken together, "Lexico") shall be deemed to be a subsidiary of
the Company, as if the acquisition of Lexico (the "Lexico Acquisition") had been
consummated as of the date hereof.
(A)
ORGANIZATION AND QUALIFICATION.
EACH OF THE COMPANY AND ITS
"SUBSIDIARIES" (WHICH FOR PURPOSES OF THIS AGREEMENT MEANS ANY ENTITY IN WHICH
THE COMPANY, DIRECTLY OR INDIRECTLY, OWNS ANY OF THE CAPITAL STOCK OR HOLDS AN
EQUITY OR SIMILAR INTEREST) ARE ENTITIES DULY ORGANIZED AND VALIDLY EXISTING IN
GOOD STANDING UNDER THE LAWS OF THE JURISDICTION IN WHICH THEY ARE FORMED, AND
HAVE THE REQUISITE POWER AND AUTHORIZATION TO OWN THEIR PROPERTIES AND TO CARRY
ON THEIR BUSINESS AS NOW BEING CONDUCTED.
EACH OF THE COMPANY AND ITS
SUBSIDIARIES IS DULY QUALIFIED AS A FOREIGN ENTITY TO DO BUSINESS AND IS IN GOOD
STANDING IN EVERY JURISDICTION IN WHICH ITS OWNERSHIP OF PROPERTY OR THE NATURE
OF THE BUSINESS CONDUCTED BY IT MAKES SUCH QUALIFICATION NECESSARY, EXCEPT TO
THE EXTENT THAT THE FAILURE TO BE SO QUALIFIED OR BE IN GOOD STANDING WOULD NOT
HAVE A MATERIAL ADVERSE EFFECT.
AS USED IN THIS AGREEMENT, "MATERIAL ADVERSE
EFFECT" MEANS ANY MATERIAL ADVERSE EFFECT ON THE BUSINESS, PROPERTIES, ASSETS,
OPERATIONS, RESULTS OF OPERATIONS OR CONDITION (FINANCIAL OR OTHERWISE) OF THE
COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, OR ON THE TRANSACTIONS
CONTEMPLATED HEREBY AND THE OTHER TRANSACTION DOCUMENTS OR BY THE AGREEMENTS AND
INSTRUMENTS TO BE ENTERED INTO IN CONNECTION HEREWITH OR THEREWITH, OR ON THE
AUTHORITY OR ABILITY OF THE COMPANY TO PERFORM ITS OBLIGATIONS UNDER THE
TRANSACTION DOCUMENTS (AS DEFINED BELOW).
THE COMPANY HAS NO SUBSIDIARIES
EXCEPT AS SET FORTH ON SCHEDULE 3(A).
(B)
AUTHORIZATION; ENFORCEMENT; VALIDITY.
THE COMPANY HAS THE REQUISITE
CORPORATE POWER AND AUTHORITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER
THIS AGREEMENT, THE NOTES, THE REGISTRATION RIGHTS AGREEMENT, THE SECURITY
DOCUMENTS, THE IRREVOCABLE TRANSFER AGENT INSTRUCTIONS (AS DEFINED IN
SECTION 5(B)) AND EACH OF THE OTHER AGREEMENTS ENTERED INTO BY THE PARTIES
HERETO IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
(COLLECTIVELY, THE "TRANSACTION DOCUMENTS") AND UNDER ANY APPLICABLE LAWS,
INCLUDING WITHOUT LIMITATION, THE RULES AND REGULATIONS OF THE PRINCIPAL MARKET
(AS DEFINED BELOW) AND TO ISSUE THE SECURITIES IN ACCORDANCE WITH THE TERMS
HEREOF AND THEREOF, EXCEPT AS DISCLOSED IN SCHEDULE 3(B).
THE EXECUTION AND
DELIVERY OF THE TRANSACTION DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY THE
COMPANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING, WITHOUT
LIMITATION, THE ISSUANCE OF THE NOTES, THE RESERVATION FOR ISSUANCE AND THE
ISSUANCE OF THE CONVERSION SHARES