required to execute, deliver and perform this Agreement and all related
documents and to consummate the transactions contemplated by this Agreement and
all related documents.
(B)
CONSENTS AND APPROVALS; NO VIOLATIONS.
NO FILING WITH OR
NOTICE TO, AND NO PERMIT, AUTHORIZATION, REGISTRATION, CONSENT OR APPROVAL OF,
ANY GOVERNMENTAL ENTITY IS REQUIRED ON THE PART OF SELLER FOR THE EXECUTION,
DELIVERY AND PERFORMANCE BY SELLER OF THIS AGREEMENT AND EACH OTHER DOCUMENT TO
BE EXECUTED OR DELIVERED BY SELLER AT CLOSING OR THE CONSUMMATION BY SELLER OF
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
NEITHER THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SELLER NOR THE CONSUMMATION BY
SELLER OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND EACH OTHER
DOCUMENT TO BE EXECUTED OR DELIVERED BY SELLER AT CLOSING WILL (I) CONFLICT WITH
OR RESULT IN ANY BREACH, VIOLATION OR INFRINGEMENT OF ANY PROVISION OF THE
RESPECTIVE ARTICLES OF INCORPORATION OR BY-LAWS (OR SIMILAR GOVERNING DOCUMENTS)
OF SELLER, (II) RESULT IN A BREACH, VIOLATION OR INFRINGEMENT OF, OR CONSTITUTE
(WITH OR WITHOUT DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT (OR GIVE RISE TO
THE CREATION OF ANY LIEN, EXCEPT FOR PERMITTED LIENS, OR ANY RIGHT OF
TERMINATION, AMENDMENT, CANCELLATION OR ACCELERATION) UNDER, ANY OF THE TERMS,
CONDITIONS OR PROVISIONS OF ANY MATERIAL CONTRACT, AGREEMENT OR DOCUMENT TO
WHICH SELLER IS SUBJECT OR (III) VIOLATE OR INFRINGE ANY LAW APPLICABLE TO
SELLER.
(C)
VALIDITY OF AGREEMENT.
THIS AGREEMENT AND EACH OTHER
DOCUMENT TO BE EXECUTED OR DELIVERED BY SELLER AT CLOSING HAS BEEN DULY AND
VALIDLY EXECUTED AND DELIVERED BY SELLER AND, ASSUMING DUE AUTHORIZATION,
EXECUTION AND DELIVERY BY PURCHASER, CONSTITUTES THE VALID, LEGAL AND BINDING
OBLIGATIONS OF SELLER, ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH THE TERMS
HEREOF, SUBJECT TO (I) APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM AND OTHER LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY, AND (II) GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER SUCH
ENFORCEMENT IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW.
(D)
LEGAL ACTION AGAINST SELLER.
THERE ARE NO JUDGMENTS, ORDERS
OR DECREES OF ANY KIND AGAINST SELLER UNPAID OR UNSATISFIED OF RECORD OR ANY
LEGAL ACTION, SUIT, INVESTIGATION, COMPLAINT OR OTHER LEGAL OR ADMINISTRATIVE
PROCEEDING PENDING, THREATENED OR REASONABLY ANTICIPATED WHICH COULD BE FILED
BEFORE ANY COURT OR ADMINISTRATIVE AGENCY WHICH HAS, OR IS LIKELY TO HAVE, ANY
MATERIAL ADVERSE EFFECT ON THE ABILITY OF SELLER TO PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT.
(E)
BANKRUPTCY OR DEBT OF PURCHASER; FINANCIAL CONDITION.
SELLER
HAS NOT FILED ANY PETITION SEEKING OR ACQUIESCING IN ANY REORGANIZATION,
ARRANGEMENT, COMPOSITION, READJUSTMENT, LIQUIDATION, DISSOLUTION OR SIMILAR
RELIEF UNDER ANY LAW RELATING TO BANKRUPTCY OR INSOLVENCY, NOR HAS ANY SUCH
PETITION BEEN FILED AGAINST SELLER.
NO GENERAL ASSIGNMENT OF SELLER'S PROPERTY
HAS BEEN MADE FOR THE BENEFIT OF CREDITORS, AND NO RECEIVER, MASTER, LIQUIDATOR
OR TRUSTEE HAS BEEN APPOINTED FOR SELLER OR ANY OF ITS PROPERTY.
SELLER IS NOT
INSOLVENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT SHALL NOT RENDER SELLER
-11-
insolvent.
Seller has