laws.
(Y)
ABSENCE OF ANY UNDISCLOSED FINANCIAL LIABILITIES.
EXCEPT FOR
(I) THOSE LIABILITIES PROVIDED FOR IN THE COMPANY'S FINANCIAL STATEMENTS
(INCLUDING FOOTNOTES THERETO), (II) LIABILITIES DISCLOSED ON SCHEDULE 6.2(C) AND
(II) OTHER INDEBTEDNESS INCURRED IN THE ORDINARY COURSE OF BUSINESS SINCE THE
DATE OF ITS MOST RECENT SEC REPORT, THE COMPANY HAS NO INDEBTEDNESS OR OTHER
FINANCIAL LIABILITIES OF ANY KIND WHATSOEVER, WHETHER ACCRUED, CONTINGENT,
ABSOLUTE, DETERMINED, DETERMINABLE OR OTHERWISE, EXCEPT AS WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE OR REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
3.2
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.
THE INVESTOR
HEREBY REPRESENTS AND WARRANTS TO THE COMPANY AS FOLLOWS:
14
(A)
ORGANIZATION; AUTHORITY.
THE INVESTOR IS AN ENTITY DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION WITH THE REQUISITE CORPORATE OR PARTNERSHIP
POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THE APPLICABLE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT
ITS OBLIGATIONS THEREUNDER. THE PURCHASE OF THE SECURITIES BY SUCH INVESTOR HAS
BEEN DULY AUTHORIZED BY SUCH INVESTOR.
EACH OF THIS AGREEMENT AND THE
REGISTRATION RIGHTS AGREEMENT HAS BEEN DULY EXECUTED BY SUCH INVESTOR, AND WHEN
DELIVERED BY SUCH INVESTOR IN ACCORDANCE WITH TERMS HEREOF, WILL CONSTITUTE THE
VALID AND LEGALLY BINDING OBLIGATION OF SUCH INVESTOR, ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, LIQUIDATION OR
SIMILAR LAWS RELATING TO, OR AFFECTING GENERALLY THE ENFORCEMENT OF, CREDITORS'
RIGHTS AND REMEDIES OR BY OTHER EQUITABLE PRINCIPLES OF GENERAL APPLICATION.
(B)
INVESTMENT INTENT.
SUCH INVESTOR IS ACQUIRING THE SECURITIES
AS PRINCIPAL FOR ITS OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH A
VIEW TO OR FOR DISTRIBUTING OR RESELLING SUCH SECURITIES OR ANY PART THEREOF,
WITHOUT PREJUDICE, HOWEVER, TO SUCH INVESTOR'S RIGHT AT ALL TIMES TO SELL OR
OTHERWISE DISPOSE OF ALL OR ANY PART OF SUCH SECURITIES IN COMPLIANCE WITH
APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
SUBJECT TO THE IMMEDIATELY
PRECEDING SENTENCE, NOTHING CONTAINED HEREIN SHALL BE DEEMED A REPRESENTATION OR
WARRANTY BY SUCH INVESTOR TO HOLD THE SECURITIES FOR ANY PERIOD OF TIME.
SUCH
INVESTOR IS ACQUIRING THE SECURITIES HEREUNDER IN THE ORDINARY COURSE OF ITS
BUSINESS.
SUCH INVESTOR DOES NOT HAVE ANY AGREEMENT OR UNDERSTANDING, DIRECTLY
OR INDIRECTLY, WITH ANY PERSON TO DISTRIBUTE ANY OF THE SECURITIES.
(C)
INVESTOR STATUS.
AT THE TIME SUCH INVESTOR WAS OFFERED THE
SECURITIES, IT WAS, AND AT THE DATE HEREOF IT IS, AND ON EACH DATE ON WHICH IT
EXERCISES THE WARRANT IT WILL BE, AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(A) UNDER THE SECURITIES ACT.
SUCH INVESTOR IS NOT A REGISTERED
BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE ACT.
(D)
GENERAL SOLICITATION.
SUCH INVESTOR IS NOT PURCHASING THE
SECURITIES AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER
COMMUNICATION REGARDING THE SECURITIES PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR
SIMILAR MEDIA OR BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT ANY SEMINAR
OR