2.3.
EXPENSES.
WHETHER OR NOT THE CLOSING OCCURS, SUBJECT TO
SECTION 8.3.1, THE SELLERS SHALL BE RESPONSIBLE FOR THE PAYMENT OF ALL
TRANSACTION EXPENSES THEY HAVE INCURRED OR WILL INCUR OR THAT THE COMPANY HAS
INCURRED AT OR PRIOR TO CLOSING, IN CONNECTION WITH THE NEGOTIATION, EXECUTION
AND DELIVERY OF THIS AGREEMENT AND CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY (AND, IF THE CLOSING OCCURS, THE SELLERS SHALL REIMBURSE THE COMPANY TO
THE EXTENT ANY SUCH COSTS WERE PAID BY THE COMPANY). PURCHASER SHALL BE
RESPONSIBLE FOR THE PAYMENT OF COSTS (INCLUDING LEGAL AND ACCOUNTING FEES) IT
HAS INCURRED AND WILL INCUR IN CONNECTION WITH THE EXECUTION AND DELIVERY OF
THIS AGREEMENT AND CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
2.4.
FURTHER ACTION.
THE SELLERS SHALL AT ANY TIME AND FROM TIME TO
TIME UPON THE REQUEST OF THE PURCHASER EXECUTE, ACKNOWLEDGE AND DELIVER, OR
CAUSE TO BE EXECUTED, ACKNOWLEDGED AND DELIVERED, ALL SUCH FURTHER ASSIGNMENTS,
INSTRUMENTS OF SALE AND TRANSFER AND OTHER DOCUMENTS AS MAY BE REASONABLY
REQUIRED FOR THE ASSIGNING AND TRANSFERRING TO THE PURCHASER OR ITS SUCCESSORS
AND ASSIGNS FULL RIGHT, TITLE TO, AND INTEREST IN, THE INTERESTS, AND FOR THE
PURPOSE OF CARRYING OUT THE INTENT OF THIS AGREEMENT.
3.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE COMPANY
SUBJECT TO THE DISCLOSURES SET FORTH IN THE DISCLOSURE SCHEDULE, THE SELLERS AND
THE COMPANY HEREBY REPRESENT AND WARRANT TO PURCHASER AS FOLLOWS:
3.1.
ORGANIZATION, STANDING AND POWER.
3.1.1.
THE COMPANY IS A LIMITED LIABILITY COMPANY DULY ORGANIZED,
VALIDLY EXISTING AND, TO THE EXTENT THAT SUCH JURISDICTION RECOGNIZES THE
CONCEPT OF GOOD STANDING, IS IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION
OF ORGANIZATION.
THE COMPANY HAS ALL NECESSARY POWER AND AUTHORITY TO OWN AND
USE ITS ASSETS IN THE MANNER IN WHICH ITS ASSETS ARE CURRENTLY OWNED AND USED,
CONDUCT ITS BUSINESS IN THE MANNER IN WHICH ITS BUSINESS IS CURRENTLY BEING
CONDUCTED, AND TO PERFORM ITS OBLIGATIONS UNDER ALL CONTRACTS BY WHICH IT IS
BOUND.
THE COMPANY IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING IN
EACH JURISDICTION WHERE THE FAILURE TO BE SO QUALIFIED AND IN GOOD STANDING,
INDIVIDUALLY OR IN THE AGGREGATE WITH ANY SUCH OTHER FAILURES, WOULD REASONABLY
BE EXPECTED TO BE MATERIAL TO THE COMPANY.
3.1.2.
THE COMPANY HAS DELIVERED TO PURCHASER A TRUE AND CORRECT COPY
OF ITS CHARTER DOCUMENTS, AS IN EFFECT ON THE DATE OF SIGNING THE ORIGINAL
PURCHASE AGREEMENT.
THE CHARTER DOCUMENTS CONSTITUTE THE SOLE AND EXCLUSIVE
GOVERNING DOCUMENT OF THE COMPANY. THE COMPANY IS NOT IN VIOLATION OF ANY OF THE
PROVISIONS OF ITS CHARTER DOCUMENTS.
3.1.3.
EACH SELLER THAT IS NOT A NATURAL PERSON IS DULY ORGANIZED,
VALIDLY EXISTING AND IS NOT IN VIOLATION OF ANY OF THE PROVISIONS OF ITS
FORMATION DOCUMENTS.
3.2.
NO SUBSIDIARIES; NO OFFICERS. THE COMPANY DOES NOT DIRECTLY OR
INDIRECTLY OWN ANY EQUITY OR SIMILAR INTEREST IN, OR ANY INTEREST CONVERTIBLE OR
EXCHANGEABLE OR EXERCISABLE FOR, ANY EQUITY OR SIMILAR INTEREST IN, ANY PERSON.
THE SELLERS (IN THEIR