ARE ADDITIONAL RECEIVABLES AND THE
OTHER TRANSFERRED ASSETS RELATED THERETO, THE PURCHASE PRICE FOR SUCH ADDITIONAL
RECEIVABLES SET FORTH IN SCHEDULE 2 (IN EACH CASE, THE "PURCHASE PRICE").
2.4
ADDITIONAL RECEIVABLES.
SET FORTH ON SCHEDULE 2 IS THE REASON
EACH ADDITIONAL RECEIVABLE FAILS TO QUALIFY AS AN ELIGIBLE RECEIVABLE.
WARRANTIES CONTAINED HEREIN GENERALLY APPLICABLE TO RECEIVABLES THAT ARE IN
DIRECT CONFLICT WITH SUCH REASONS SHALL NOT APPLY TO AN ADDITIONAL RECEIVABLE TO
THE EXTENT OF THE REASON EXPRESSLY SET FORTH IN SCHEDULE 2 FOR SUCH ADDITIONAL
RECEIVABLE.
ARTICLE III
CONDITIONS PRECEDENT
3.1
CONDITIONS TO TRANSFER.
THE SALE BY SELLERS HEREUNDER SHALL BE
SUBJECT TO SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS PRECEDENT (ANY ONE
OR MORE OF WHICH MAY BE WAIVED IN WRITING BY BUYER) AS OF THE CLOSING DATE:
(A)
DOCUMENTS. THIS AGREEMENT OR COUNTERPARTS HEREOF SHALL HAVE BEEN
DULY EXECUTED BY, AND DELIVERED TO, EACH SELLER AND BUYER, AND BUYER SHALL HAVE
RECEIVED SUCH DOCUMENTS, INSTRUMENTS AND AGREEMENTS AS BUYER SHALL REASONABLY
REQUEST IN CONNECTION
9
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EACH IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO BUYER.
(B)
GOVERNMENTAL APPROVALS. BUYER SHALL HAVE RECEIVED SATISFACTORY
EVIDENCE THAT EACH SELLER HAS OBTAINED ALL CONSENTS AND APPROVALS OF ALL
PERSONS, INCLUDING ALL REQUISITE GOVERNMENTAL AUTHORITIES, IF ANY, REQUIRED FOR
SUCH SELLER TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT
AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
(C)
COMPLIANCE WITH LAWS. EACH SELLER SHALL BE IN COMPLIANCE WITH ALL
APPLICABLE FOREIGN, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS, EXCEPT TO THE
EXTENT THAT THE FAILURE TO SO COMPLY, INDIVIDUALLY OR IN THE AGGREGATE, COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(D)
OTHER AGREEMENTS.
THE JOINT VENTURE AGREEMENT AND THE LLC
AGREEMENT SHALL HAVE BEEN EXECUTED AND DELIVERED AND THE SAME SHALL BE IN FULL
FORCE AND EFFECT.
(E)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES OF EACH SELLER CONTAINED HEREIN SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF THE CLOSING DATE, BOTH BEFORE AND AFTER GIVING EFFECT TO
SUCH SALE.
(F)
COVENANTS.
EACH SELLER SHALL BE IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH EACH OF ITS COVENANTS AND OTHER AGREEMENTS SET FORTH HEREIN.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
4.1
REPRESENTATIONS AND WARRANTIES OF SELLERS.
(A)
TO INDUCE BUYER TO ACCEPT THE TRANSFERRED ASSETS, EACH SELLER,
JOINTLY AND SEVERALLY, MAKES THE FOLLOWING REPRESENTATIONS AND WARRANTIES TO
BUYER, AS OF THE CLOSING DATE.
(I)
VALID EXISTENCE; POWER AND AUTHORITY. EACH SELLER (1) IS DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS
JURISDICTION OF ORGANIZATION; (2) IS DULY QUALIFIED TO CONDUCT BUSINESS AND IS
IN GOOD STANDING IN EACH OTHER JURISDICTION WHERE ITS OWNERSHIP OR LEASE OF
PROPERTY OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION AND WHERE
THE FAILURE TO BE SO QUALIFIED OR IN GOOD STANDING COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; (3) HAS ALL REQUISITE POWER AND
AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS