consent, approval,
authorization, license or order of, registration or filing with, or notice to,
any Governmental Authority as of the Closing Date is necessary to be obtained,
made or given by Seller in connection with the execution,
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delivery and performance by Seller of this Agreement or the consummation by
Seller of the Transactions.
4.10
Brokers.
Seller (i) has not dealt with any broker or finder in connection with the
Transactions; (ii) has not caused or created any Liability to any broker in
connection with the Transactions; and (iii) is not aware of any claim from any
third party that it is entitled to brokerage, finders or other similar fees in
connection with the Transactions.
5.
Representations and Warranties of Buyer.
Buyer represents and warrants to Seller that the statements made in this
Section 5 are true and correct as of the date of this Agreement and will be true
and correct as of the Closing Date (as though made then and as though the
Closing Date were substituted for the date of this Agreement throughout this
Section 5).
5.1
Organization; Power and Authority;
Authorization; Due Execution; No Conflicts.
(A)
BUYER IS A CORPORATION DULY INCORPORATED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS THE STATE OF NEW JERSEY.
BUYER HAS THE REQUISITE CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS
AGREEMENT AND THE RELATED AGREEMENTS TO WHICH IT IS A PARTY AND TO CONSUMMATE
THE TRANSACTIONS.
(B)
THIS AGREEMENT AND THE RELATED AGREEMENTS TO
WHICH BUYER IS A PARTY HAVE BEEN DULY AUTHORIZED BY BUYER AND BY ALL NECESSARY
CORPORATE ACTION ON THE PART OF BUYER, AND NO OTHER PROCEEDINGS ARE NECESSARY ON
THE PART OF BUYER TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND SUCH RELATED AGREEMENTS.
THIS AGREEMENT AND THE RELATED
AGREEMENTS TO WHICH BUYER IS A PARTY, WHEN EXECUTED AND DELIVERED, WILL
CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATION OF BUYER, ENFORCEABLE AGAINST
BUYER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS SUCH ENFORCEMENT MAY
BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER
SIMILAR LAWS AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL
PRINCIPLES OF EQUITY (WHETHER APPLIED IN A PROCEEDING AT LAW OR IN EQUITY).
(C)
BUYER'S EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT AND THE RELATED AGREEMENTS TO WHICH IT IS A PARTY AND THE
CONSUMMATION OF THE TRANSACTIONS BY BUYER DO NOT AND WILL NOT CONFLICT WITH,
RESULT IN A BREACH OR VIOLATION OF, CONSTITUTE A DEFAULT (OR AN EVENT WHICH WITH
THE GIVING OF NOTICE OR THE LAPSE OF TIME OR BOTH WOULD CONSTITUTE A DEFAULT) OR
GIVE RISE TO A RIGHT OF TERMINATION, AMENDMENT, CANCELLATION OR ACCELERATION OF
ANY RIGHT OR OBLIGATION OF BUYER UNDER, OR RESULT IN ANY LOSS OF ANY BENEFIT TO
WHICH BUYER IS ENTITLED, OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN
UPON ANY ASSETS OR PROPERTIES OF BUYER UNDER THE TERMS OF (I) BUYER'S ARTICLES
OF INCORPORATION OR BYLAWS, (II) ANY LAW APPLICABLE TO BUYER OR BINDING