CREATING RIGHTS OF
ACCELERATION, TERMINATION OR CANCELLATION OR A LOSS OF RIGHTS UNDER, OR RESULT
IN THE CREATION OR IMPOSITION OF ANY ENCUMBRANCE UPON ANY OF THE SHARES, UNDER
(A) THE CERTIFICATE OF LIMITED PARTNERSHIP OR LIMITED PARTNERSHIP AGREEMENT OF
THE SELLER, (B) ANY MATERIAL NOTE, INSTRUMENT, AGREEMENT, MORTGAGE, LEASE,
LICENSE, FRANCHISE, PERMIT OR OTHER AUTHORIZATION, RIGHT, RESTRICTION OR
OBLIGATION TO WHICH THE SELLER IS A PARTY OR THE SHARES ARE SUBJECT OR BY WHICH
THE SELLER IS BOUND, (C) ANY COURT ORDER TO WHICH THE SELLER IS A PARTY OR ANY
OF THE SHARES ARE SUBJECT OR BY WHICH THE SELLER IS BOUND, OR (D) ANY
REQUIREMENTS OF LAWS, RULES OR REGULATIONS AFFECTING THE SELLER OR THE SHARES OR
OTHERWISE APPLICABLE TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(C)
TITLE TO SHARES.
THE SELLER REPRESENTS AND WARRANTS TO THE BUYER THAT THE
SELLER IS THE SOLE RECORD AND BENEFICIAL OWNER OF THE SHARES, FREE AND CLEAR OF
ALL ENCUMBRANCES, AND THAT THE DELIVERY AND/OR RELEASE, AS APPLICABLE, OF THE
SHARES TO THE BUYER PURSUANT TO THIS AGREEMENT WILL TRANSFER AND CONVEY GOOD AND
VALID TITLE THERETO TO THE BUYER, FREE AND CLEAR OF ALL ENCUMBRANCES.
THE
SELLER REPRESENTS AND WARRANTS TO THE BUYER THAT THE SHARES CONSTITUTE ALL OF
THE EQUITY INTERESTS OF THE BUYER OWNED BY THE SELLER.
(D)
ECONOMIC RISK; SOPHISTICATION.
(I)
THE SELLER REPRESENTS AND WARRANTS
THAT IT HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT
IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE PROPOSED SALE OF THE
SHARES TO THE BUYER AND THAT IT HAS MADE AN INDEPENDENT DECISION TO SELL THE
SHARES TO BUYER BASED ON THE SELLER'S KNOWLEDGE ABOUT THE BUYER AND ITS BUSINESS
AND OTHER INFORMATION AVAILABLE TO THE SELLER, WHICH IT HAS DETERMINED IS
ADEQUATE FOR THAT PURPOSE.
THE SELLER REPRESENTS AND WARRANTS THAT IT (A) HAS
NOT RELIED ON ANY INFORMATION (IN ANY FORM, WHETHER WRITTEN OR ORAL) FURNISHED
BY BUYER OR ON BEHALF OF THE BUYER IN MAKING THAT DECISION, OR (B) REQUESTED ANY
SUCH INFORMATION FROM THE BUYER WHICH THE BUYER HAS NOT FURNISHED TO THE SELLER.
(II)
THE SELLER REPRESENTS, WARRANTS, ACKNOWLEDGES AND AGREES THAT THE BUYER
AND ITS AFFILIATES, OFFICERS AND DIRECTORS,
MAY POSSESS MATERIAL NON-PUBLIC
INFORMATION NOT KNOWN TO THE SELLER REGARDING OR RELATING TO THE BUYER,
INCLUDING, BUT NOT LIMITED TO, INFORMATION CONCERNING THE BUSINESS, FINANCIAL
CONDITION, RESULTS OF OPERATIONS, PROSPECTS OR RESTRUCTURING PLANS OF THE BUYER,
AND THE SELLER REPRESENTS, WARRANTS, ACKNOWLEDGES AND AGREES THAT THE SELLER HAS
NOT REQUESTED ANY SUCH INFORMATION AND AGREES THAT NEITHER THE BUYER NOR ITS
AFFILIATES, OFFICERS OR DIRECTORS SHALL HAVE ANY LIABILITY WHATSOEVER WITH
RESPECT TO THE NONDISCLOSURE OF ANY SUCH INFORMATION, WHETHER BEFORE OR AFTER
THE DATE OF THIS LETTER.
2
(E)
VALUE OF THE SHARES.
THE SELLER ACKNOWLEDGES AND CONFIRMS THAT IT IS AWARE
THAT (I) THE BUYER HAS REPORTED IMPROVEMENTS IN ITS SALES TO COMMERCIAL AND
GOVERNMENT CUSTOMERS OVER THE PAST NINE QUARTERS AND THAT THE