AUTHORIZED BY THE PURCHASER AND NO OTHER LIMITED LIABILITY
COMPANY PROCEEDING ON THE PART OF THE PURCHASER IS NECESSARY TO AUTHORIZE THE
TRANSACTION DOCUMENTS AND THE TRANSACTIONS, AND THE PURCHASER HAS DULY EXECUTED
AND DELIVERED THIS AGREEMENT AND WILL HAVE, AS OF THE CLOSING DATE, DULY
EXECUTED AND DELIVERED EACH OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY.
2.2
BINDING EFFECT AND NONCONTRAVENTION.
(A)
EACH TRANSACTION DOCUMENT TO WHICH THE PURCHASER IS A PARTY
CONSTITUTES, OR WHEN EXECUTED WILL CONSTITUTE, A VALID AND BINDING OBLIGATION OF
THE PURCHASER ENFORCEABLE AGAINST THE PURCHASER IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY (I) APPLICABLE INSOLVENCY,
BANKRUPTCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY, AND (II) APPLICABLE EQUITABLE PRINCIPLES (WHETHER
CONSIDERED IN A PROCEEDING AT LAW OR IN EQUITY).
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE PURCHASER OF THE
TRANSACTION DOCUMENTS TO WHICH THE PURCHASER IS A PARTY AND THE CONSUMMATION OF
THE TRANSACTIONS DO NOT AND SHALL NOT (WITH OR WITHOUT NOTICE OR LAPSE OF TIME
OR BOTH): (I) CONFLICT WITH OR RESULT IN A BREACH OF THE TERMS, CONDITIONS OR
PROVISIONS OF THE CERTIFICATE OF FORMATION OR OPERATING AGREEMENT OF THE
PURCHASER; (II) RESULT IN THE IMPOSITION OF ANY MATERIAL LIEN UPON ANY OF THE
PROPERTIES OR ASSETS OF THE PURCHASER, CAUSE THE ACCELERATION OR MATERIAL
MODIFICATION OF ANY
OBLIGATION UNDER, CREATE IN ANY PARTY THE RIGHT TO TERMINATE, CONSTITUTE A
DEFAULT OR BREACH OF, OR VIOLATE OR CONFLICT WITH THE TERMS, CONDITIONS OR
PROVISIONS OF ANY CONTRACT TO WHICH THE PURCHASER IS A PARTY OR BY WHICH THE
PURCHASER IS BOUND, IN EACH CASE, IN ANY MATERIAL RESPECT; (III) RESULT IN A
BREACH OR VIOLATION BY THE PURCHASER OF ANY OF THE TERMS, CONDITIONS OR
PROVISIONS OF ANY MATERIAL LAW OR ORDER TO WHICH THE PURCHASER OR ANY OF ITS
PROPERTIES OR ASSETS IS SUBJECT; OR (IV) EXCEPT FOR COMPLIANCE WITH AND FILINGS
UNDER THE HSR ACT, REQUIRE ANY AUTHORIZATION, CONSENT, APPROVAL, EXEMPTION OR
OTHER ACTION BY OR DECLARATION OR NOTICE TO OR REGISTRATION WITH ANY THIRD
PERSON OR GOVERNMENT ENTITY.
2.3
BROKER FEES.
THE PURCHASER HAS NO LIABILITY OR OBLIGATION TO PAY
ANY FEES OR COMMISSIONS TO ANY BROKER, FINDER, OR AGENT WITH RESPECT TO THE
TRANSACTIONS FOR WHICH THE COMPANY OR SELLERS COULD BECOME LIABLE OR OBLIGATED.
2.4
FINANCIAL ABILITY.
THE PURCHASER HAS IMMEDIATELY AVAILABLE FUNDS
SUFFICIENT TO CONSUMMATE THE TRANSACTIONS AND ACKNOWLEDGES AND AFFIRMS THAT IT
IS NOT A CONDITION TO CLOSING OR ANY OF ITS OTHER OBLIGATIONS UNDER THIS
AGREEMENT THAT THE PURCHASER OBTAIN FINANCING FOR OR RELATING TO ANY OF THE
TRANSACTIONS.
2.5
NO LITIGATION.
THERE IS NO ACTION OR PROCEEDING PENDING OR, TO
THE PURCHASER'S KNOWLEDGE, THREATENED AGAINST THE PURCHASER, ITS PROPERTIES,
ASSETS OR BUSINESSES, OR ORDER TO WHICH THE PURCHASER IS SUBJECT WHICH WOULD
RESULT IN A PURCHASER MATERIAL ADVERSE CHANGE OR RESTRICT THE ABILITY OF THE
PURCHASER TO CONSUMMATE THE TRANSACTIONS AND OTHERWISE PERFORM ITS OBLIGATIONS
HEREUNDER.
2.6
INVESTMENT.
THE PURCHASER