Date:
5.1
ORGANIZATION, GOOD STANDING AND POWER.
PURCHASER IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF ILLINOIS, AND HAS ALL REQUISITE CORPORATE POWER
AND AUTHORITY TO OWN, LEASE AND OPERATE ITS PROPERTIES, TO CARRY ON ITS BUSINESS
A NOW BEING CONDUCTED, AND TO ENTER INTO THIS AGREEMENT AND PERFORM ITS
OBLIGATIONS HEREUNDER. PURCHASER IS AUTHORIZED TO DO BUSINESS AND IS IN GOOD
STANDING IN ALL JURISDICTIONS WHERE THE NATURE OF ITS BUSINESS OR THE PROPERTY
OWNED, LEASED OR OPERATED BY IT SO REQUIRES AND FAILURE TO BE SO QUALIFIED WOULD
HAVE A MATERIAL ADVERSE EFFECT UPON IT.
5.2
AUTHORITY AND BINDING OBLIGATION.
ALL
CORPORATE ACTION NECESSARY TO AUTHORIZE THE EXECUTION AND DELIVERY BY PURCHASER
OF THIS AGREEMENT AND THE OTHER DOCUMENTS REQUIRED TO BE EXECUTED BY PURCHASER
HEREUNDER, AND THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND. THEREUNDER HAVE
BEEN DULY TAKEN. THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER
DOCUMENTS REQUIRED TO BE EXECUTED BY PURCHASER HEREUNDER AND THE PERFORMANCE OF
PURCHASER'S COVENANTS AND AGREEMENTS HEREIN AND THEREIN CONTAINED DO NOT AND
WILL NOT CONSTITUTE OR RESULT IN ANY MATERIAL BREACH OF ANY OF THE TERMS,
CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER, ANY PROVISION OF LAW
KNOWN TO PURCHASER OR ANY INDENTURE, AGREEMENT OR OTHER INSTRUMENT OF WHICH
PURCHASER IS A PARTY OR BY WHICH IT MAY BE BOUND, OR ANY ORDER, DECREE,
JUDGMENT, REGULATION OR LAW OF ANY COURT OR GOVERNMENTAL BODY HAVING
JURISDICTION OVER PURCHASER AND DO NOT AND WILL NOT REQUIRE THE CONSENT OR
APPROVAL OF ANY OTHER PERSON, COURT OR GOVERNMENTAL AUTHORITY. THIS AGREEMENT IS
A LEGAL, VALID AND BINDING OBLIGATION OF PURCHASER, ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS, EXCEPT AS THE ENFORCEABILITY HEREOF MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER LAWS AFFECTING THE ENFORCEMENT
OF CREDITORS' RIGHTS GENERALLY OR THE AVAILABILITY OF EQUITABLE REMEDIES.
5.3
NO BROKERS OR FINDERS.
NO PERSON, FIRM OR
CORPORATION HAS OR WILL HAVE AS A RESULT OF ANY ACTION BY PURCHASER OR
PURCHASER'S EMPLOYEES AGENTS OR REPRESENTATIVES ANY RIGHT, INTEREST OR VALID
CLAIM FOR ANY COMMISSION, FEE OR OTHER
9
COMPENSATION AS A FINDER OR BROKER, OR FOR ACTING IN ANY SIMILAR CAPACITY, IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS PROVIDED FOR HEREIN.
5.4
Purchaser's Knowledge.
Purchaser acknowledges
that Hoppensteadt has been the President and Chief Operating Officer of Seller
since ECC acquired Seller in September, 2000, and prior to that time
Hoppensteadt was President and Chief Executive Officer of Seller's predecessor,
Switchboard Apparatus, Inc., an Illinois corporation.
Purchaser further
acknowledges that Hoppensteadt will continue to serve in such capacity until the
Closing hereunder.
Purchaser further acknowledges and agrees that Hoppensteadt
has unique and comprehensive knowledge of Seller's business and operations and
the Switchboard Business and Purchaser agrees that such knowledge shall be
attributed to Purchaser for all purposes of this Agreement.
Purchaser further
acknowledges that the principle purpose of the representations and warranties of
ECC and Seller contained in Section