PURCHASER POSSESSES
AS OF THE EFFECTIVE DATE ALL CONSENTS, APPROVALS AND
4
AUTHORIZATIONS OF THIRD PARTIES NECESSARY TO THE CONDUCT OF ITS BUSINESS AND
OPERATIONS AS PRESENTLY CONDUCTED AND OTHERWISE AS REQUIRED IN CONNECTION WITH
ITS EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT THROUGH THE CLOSING
DATE HEREUNDER, INCLUDING, WITHOUT LIMITATION, ALL CERTIFICATES OF AUTHORITY,
PERMITS, LICENSES, APPROVALS AND AUTHORIZATIONS OF AND FROM ALL LEGAL
AUTHORITIES WITHIN THE ALL JURISDICTIONS COMPRISING THE TERRITORY AS NECESSARY
FOR IT TO OWN, OPERATE AND ACCEPT AND RECEIVE CONVEYANCE OF THE SUBJECT ASSETS
AND TO PROVIDE COMMUNICATIONS SERVICES AS CONTEMPLATED HEREBY TO ALL SUBJECT
CUSTOMERS LOCATED THEREIN IN COMPLIANCE WITH ALL APPLICABLE LEGAL REQUIREMENTS
(COLLECTIVELY, THE "PURCHASER-REQUIRED APPROVALS"), IN EACH CASE EXCLUDING, FOR
ALL PURPOSES OF THIS SECTION 3.3, ANY ITEMS SPECIFICALLY CONSTITUTING
CLOSING-REQUIRED APPROVALS SUBJECT TO THE PROVISIONS OF (AND AS DEFINED IN)
SECTION 5.3 BELOW.
3.4.
BROKERS. PURCHASER HAS NO OBLIGATION TO PAY ANY FEES OR
COMMISSIONS TO ANY BROKER, FINDER, AGENT OR OTHER INTERMEDIARY IN CONNECTION
WITH THE NEGOTIATION OR CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AS
A RESULT OF ANY ACTION OR AGREEMENT OF PURCHASER (A "PURCHASER COMMISSIONS").
PURCHASER SHALL BE RESPONSIBLE FOR PAYMENT OF ANY SUCH PURCHASER COMMISSION AND
SHALL DEFEND, AND HOLD HARMLESS SELLER FOR ANY CLAIMS AGAINST SELLER BY SUCH
THIRD PARTIES OWED A PURCHASER COMMISSION.
3.5.
LEGAL PROCEEDINGS. THERE ARE NO CLAIMS, ACTIONS, SUITS, INQUIRIES,
INVESTIGATIONS OR PROCEEDINGS BEFORE ANY LEGAL AUTHORITY PENDING OR, TO
PURCHASER'S KNOWLEDGE, THREATENED AGAINST PURCHASER RELATING TO THE TRANSACTIONS
CONTEMPLATED HEREBY OR RELATING TO THE SUBJECT ASSETS.
3.6.
NO OTHER REPRESENTATIONS.
EXCEPT FOR THOSE REPRESENTATIONS AND
WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 3 OR AS MAY BE CONTAINED (AND
EXPRESSLY DESIGNATED AS SUCH) IN ANY OTHER PURCHASER'S DOCUMENT, PURCHASER HAS
NOT MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE
WHATSOEVER CONCERNING PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT AND/OR THE PURCHASER'S DOCUMENTS.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser as follows:
4.1.
AUTHORIZATION AND ENFORCEMENT. SELLER IS DULY ORGANIZED AND
VALIDLY EXISTING UNDER THE LAWS OF, IN THE CASE OF (X) STARVOX, THE STATE OF
DELAWARE AND (Y) CTI, THE COMMONWEALTH OF PENNSYLVANIA, AND HAS ALL REQUISITE
CORPORATE POWER AND AUTHORITY TO OWN, LEASE AND OPERATE ITS PROPERTIES AND TO
SERVICE ON THE SUBJECT CUSTOMERS. SELLER HAS FULL POWER AND AUTHORITY TO PERFORM
THIS AGREEMENT AND TO EXECUTE AND DELIVER THE DOCUMENTS AND INSTRUMENTS
CONTEMPLATED BY THIS AGREEMENT (THE "SELLER'S DOCUMENTS"). SELLER HAS DULY
EXECUTED AND DELIVERED THIS AGREEMENT AND WILL ON THE CLOSING DATE SO DELIVER
THE APPLICABLE SELLER'S DOCUMENTS. THE SELLER'S DOCUMENTS AS DELIVERED AT THE
CLOSING DATE WILL BE VALID AND BINDING OBLIGATIONS OF SELLER'S ENFORCEABLE IN
ACCORDANCE WITH THEIR TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY,
MORATORIUM OR SIMILAR LAWS AND EQUITABLE PRINCIPLES AFFECTING CREDITORS' RIGHTS
GENERALLY.
4.2.
COMPLIANCE. THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND SELLER'S DOCUMENTS BY SELLER, THE COMPLIANCE BY SELLER WITH THE
PROVISIONS OF THIS AGREEMENT AND SELLER'S