and
warranties by it as may be contained elsewhere in this Agreement) to the other
Parties that are not the ESOP Holders that each of the following statements is
true and correct on the date of this Agreement, and shall be true and correct as
of the Closing Date, subject to matters fully, fairly and specifically disclosed
in the Disclosure Schedule:
6.3.1
IN CASE THAT IT IS OTHER THAN A NATURAL PERSON, IT IS
DULY INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS
JURISDICTION OF INCORPORATION, AND HAS THE LEGAL RIGHT AND FULL POWER AND
AUTHORITY TO OWN ITS ASSETS, TO CARRY ON ITS BUSINESS AS NOW CONDUCTED AND TO
ENTER INTO AND PERFORM THIS AGREEMENT;
6.3.2
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT HAS BEEN DULY AUTHORIZED AND APPROVED BY ALL NECESSARY CORPORATE,
GOVERNMENTAL OR OTHER ACTION;
6.3.3
THIS AGREEMENT, WILL, WHEN EXECUTED CONSTITUTE LEGAL,
VALID AND BINDING OBLIGATIONS ON IT, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS;
6.3.4
THE EXECUTION AND DELIVERY OF, AND THE PERFORMANCE BY
IT OF ITS OBLIGATIONS UNDER, THIS AGREEMENT WILL NOT:
17
(A)
VIOLATE OR CONSTITUTE A DEFAULT UNDER ITS
ORGANIZATIONAL DOCUMENTS IF IT IS OTHER THAN A NATURAL PERSON; OR
(B)
VIOLATE OR OTHERWISE CONFLICT WITH ANY
APPLICABLE LAW; OR
(C)
CONSTITUTE A BREACH OF ANY CONTRACT OR
OTHER OBLIGATIONS LEGALLY BINDING ON IT; OR
(D)
RESULT IN THE CREATION OR IMPOSITION OF ANY
ENCUMBRANCE ON ANY OF ITS ASSETS, EXCEPT AS CONTEMPLATED IN THIS AGREEMENT;
6.3.5
THE EXECUTION, DELIVERY AND PERFORMANCE BY IT OF THIS
AGREEMENT REQUIRE NO ACTION BY OR IN RESPECT OF, OR FILING WITH, ANY GOVERNMENT
AUTHORITY IN ITS JURISDICTION OF INCORPORATION OR STOCK EXCHANGE OR BOARD ON
WHICH ITS SHARES ARE LISTED (EXCEPT FOR DISCLOSURE FILINGS THAT MAY BE REQUIRED
BY THE SECURITIES LAW OF ITS JURISDICTION OF INCORPORATION); AND
6.3.6
THERE ARE NO ACTIONS, SUITS, OR PROCEEDINGS PENDING
OR, TO ITS KNOWLEDGE, THREATENED AGAINST IT IN ANY COURT OR BY OR BEFORE ANY
GOVERNMENTAL DEPARTMENT, AGENCY, INSTRUMENTALITY, OR ANY ARBITRATOR, IN WHICH AN
ADVERSE DECISION COULD BE REASONABLY EXPECTED TO MATERIALLY AND ADVERSELY AFFECT
ITS ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
(B)
EACH ESOP HOLDER REPRESENTS AND WARRANTS TO
THE OTHER PARTIES THAT THIS AGREEMENT, WILL, WHEN EXECUTED CONSTITUTE LEGAL,
VALID AND BINDING OBLIGATIONS ON HIM OR HER, ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS.
6.4
RELIANCE.
EACH OF THE SELLERS ACKNOWLEDGES THAT THE PURCHASER HAS ENTERED INTO THIS
AGREEMENT IN RELIANCE UPON THE SELLER WARRANTIES, AND THE AGREEMENTS,
UNDERTAKINGS AND COVENANTS CONTAINED IN THIS AGREEMENT, AND HAS BEEN INDUCED BY
THEM TO ENTER INTO THIS AGREEMENT.
6.5
SEPARATE AND INDEPENDENT.
Each of the Warranties shall be separate and independent and, save as expressly
provided to the contrary, shall not be limited by reference to or inference from
any other Warranty or any other term of this Agreement.
6.6
WAIVER AND RELEASE
Each of the Selling Parties hereby waives (if such Selling Party is not a
natural person, shall procure