GOVERNMENTAL BODY IS REQUIRED TO BE OBTAINED
OR MADE BY SELLER IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY
SELLER OF THIS AGREEMENT, OR THE CONSUMMATION BY SELLER OF THE TRANSACTIONS
CONTEMPLATED HEREBY, EXCEPT FOR COMPLIANCE WITH THE HSR ACT AND EXCEPT FOR ANY
SUCH CONSENT, APPROVAL, NOTIFICATION OR FILING THE FAILURE OF WHICH TO OBTAIN OR
MAKE WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT
UPON SELLER'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
4.6
STOCK OWNERSHIP.
SELLER HAS, AND AGREES TO
TRANSFER TO BUYER AT CLOSING, GOOD AND VALID TITLE TO THE SHARES, FREE AND CLEAR
OF ALL ENCUMBRANCES, OPTIONS, RESTRICTIONS ON TRANSFER OR RIGHTS OF REFUSAL.
NO
PERSON OWNS OR HAS ANY BENEFICIAL INTEREST IN ANY OF THE SHARES EXCEPT SELLER.
SELLER HAS NOT TRANSFERRED OR ASSIGNED, OR ENTERED INTO ANY AGREEMENT TO
TRANSFER OR ASSIGN, ANY OF THE SHARES OR ANY OF THE VOTING RIGHTS OR DIVIDEND
RIGHTS PERTAINING THERETO.
4.7
LITIGATION.
NO PROCEEDING HAS, AS OF THE DATE
OF THIS AGREEMENT, BEEN COMMENCED OR, TO THE KNOWLEDGE OF SELLER, THREATENED
AGAINST SELLER THAT CHALLENGES THE VALIDITY
15
OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THAT WOULD
REASONABLY BE EXPECTED TO HAVE THE EFFECT OF PREVENTING, MATERIALLY DELAYING,
MATERIALLY IMPAIRING OR MAKING ILLEGAL THE TRANSACTIONS CONTEMPLATED, OR HAVE A
MATERIAL ADVERSE EFFECT ON SELLER'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER
THIS AGREEMENT.
4.8
BROKERS.
NEITHER SELLER NOR COMPANY HAS
EMPLOYED ANY BROKER, FINDER OR INVESTMENT BANKER IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WHICH WOULD BE ENTITLED TO A FEE OR
COMMISSION IN CONNECTION WITH SUCH TRANSACTIONS, EXCEPT FOR ANY BROKER, FINDER
OR INVESTMENT BANKER WHOSE FEES OR COMMISSIONS SHALL BE THE SOLE RESPONSIBILITY
OF SELLER.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES REGARDING COMPANY
Except as set forth in the Disclosure Schedule, Seller represents and warrants
to Buyer as follows:
5.1
ORGANIZATION.
COMPANY IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
NEW JERSEY AND HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO OWN, LEASE AND
OPERATE ITS MATERIAL PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW BEING
CONDUCTED.
COMPANY IS DULY QUALIFIED AND IN GOOD STANDING TO DO BUSINESS IN
EVERY JURISDICTION IN WHICH SUCH QUALIFICATION IS NECESSARY BECAUSE OF THE
NATURE OF THE PROPERTY OWNED, LEASED OR OPERATED BY IT OR THE NATURE OF THE
BUSINESS CONDUCTED BY IT, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED OR BE IN
GOOD STANDING WOULD NOT RESULT IN A COMPANY MATERIAL ADVERSE EFFECT.
5.2
CAPITALIZATION.
THE ENTIRE AUTHORIZED CAPITAL
STOCK OF COMPANY CONSISTS OF 2000 SHARES OF COMMON STOCK, PAR VALUE $1 PER
SHARE, AND 1000 SHARES OF PREFERRED STOCK, PAR VALUE $5 PER SHARE.
THERE ARE
CURRENTLY ISSUED AND OUTSTANDING ONLY THE SHARES, WHICH ARE ALL DULY AUTHORIZED,
VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE.
THERE IS NO:
(A)
OUTSTANDING SECURITY CONVERTIBLE INTO OR
EXCHANGEABLE FOR CAPITAL STOCK OF COMPANY;
(B)
OPTION, WARRANT, PUT, CALL OR