AND UNDERSTANDS THE RESTRICTIONS ON RESALE OF THE SHARES IMPOSED
BY THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS.
THE PURCHASER
ALSO ACKNOWLEDGES THAT THE SELLERS HAVE NO OBLIGATION TO REGISTER THE SHARES,
THAT THERE IS PRESENTLY NO PUBLIC MARKET FOR THE SHARES, THAT THERE MAY NEVER BE
A PUBLIC MARKET FOR THE SHARES, AND THAT, EVEN IF SUCH A MARKET DEVELOPS, THE
PURCHASER MAY NEVER BE ABLE TO SELL OR DISPOSE OF SUCH SHARES AND, ACCORDINGLY,
THE PURCHASER MUST BEAR THE ECONOMIC RISK OF THIS INVESTMENT POTENTIALLY
INDEFINITELY.
THE PURCHASER IS AN "ACCREDITED INVESTOR," AS THAT TERM IS
DEFINED IN RULE 501 UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT.
4.6
PROJECTIONS.
THE PURCHASER AGREES AND
ACKNOWLEDGES THAT NONE OF THE SELLERS, THE COMPANY OR ANY COMPANY SUBSIDIARY
HAVE MADE OR ARE MAKING ANY REPRESENTATIONS AND WARRANTIES WITH RESPECT TO: (A)
ANY PROJECTIONS, ESTIMATES OR BUDGETS DELIVERED OR MADE AVAILABLE TO THE
PURCHASER OF FUTURE REVENUES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT
THEREOF), FUTURE CASH FLOWS OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT
THEREOF) OF THE COMPANY AND THE COMPANY SUBSIDIARIES; (B) ANY DUE DILIGENCE
REPORTS SUPPLIED TO THE PURCHASER IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT; OR (C) ANY OTHER INFORMATION OR DOCUMENTS MADE
AVAILABLE TO THE PURCHASER OR ITS COUNSEL, ACCOUNTANTS OR OTHER ADVISORS AND
REPRESENTATIVES WITH
35
RESPECT TO THE COMPANY AND THE COMPANY SUBSIDIARIES OR THEIR RESPECTIVE
BUSINESSES OR OPERATIONS, IN EACH CASE EXCEPT AS EXPRESSLY SET FORTH IN
ARTICLE II.
4.7
BROKERS.
THE PURCHASER IS NOT OBLIGATED TO
PAY ANY BROKERAGE, FINDER'S OR OTHER FEE OR COMMISSION IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THE PURCHASER HAS NOT ENTERED INTO
ANY CONTRACT OBLIGATING THE COMPANY OR ANY COMPANY SUBSIDIARY TO PAY ANY
BROKERAGE, FINDER'S OR OTHER FEE OR COMMISSION IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
4.8
RELIANCE.
THE REPRESENTATIONS AND
WARRANTIES IN THIS ARTICLE IV ARE MADE BY THE PURCHASER WITH THE KNOWLEDGE AND
EXPECTATION THAT THE SELLERS ARE PLACING COMPLETE RELIANCE THEREON IN ENTERING
INTO, AND PERFORMING THEIR OBLIGATIONS UNDER, THIS AGREEMENT, AND THE SAME SHALL
NOT BE AFFECTED IN ANY RESPECT WHATSOEVER BY ANY INVESTIGATION CONDUCTED BY OR
ON BEHALF OF THE SELLERS, WHETHER IN CONTEMPLATION OF OR PURSUANT TO THIS
AGREEMENT OR OTHERWISE.
ARTICLE V
COVENANTS
5.1
CONDUCT OF THE SELLERS AND THE PURCHASER.
(A)
EXCEPT AS SET FORTH IN SECTION 5.1 OF THE
SELLER DISCLOSURE SCHEDULE OR AS OTHERWISE CONSENTED TO BY THE PURCHASER IN
WRITING (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED),
FROM THE DATE OF THIS AGREEMENT UNTIL THE CLOSING (THE "PRE-CLOSING PERIOD"),
EACH OF THE SELLERS SHALL, SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, (I) NOT PERMIT ANY LIEN TO ENCUMBER SUCH SELLER'S SHARES, (II) NOT
WAIVE OR RELINQUISH ANY MATERIAL RIGHT OR CLAIM ARISING OUT OF, OR RELATED TO,
SUCH SELLER'S SHARES THAT WOULD ADVERSELY IMPACT THE PURCHASER AND (III) NOT
TAKE ANY ACTION OR FAIL TO TAKE ANY ACTION THAT