of Seller thereunder arising or accruing
after the Closing Date.
9.4
PURCHASER'S REPRESENTATIONS AND WARRANTIES.
SUBJECT TO SECTION
9.5, PURCHASER REPRESENTS AND WARRANTS THAT:
9.4.1
ERISA.
PURCHASER'S RIGHTS UNDER THIS AGREEMENT, THE ASSETS IT
SHALL USE TO ACQUIRE THE PROPERTY AND, UPON ITS ACQUISITION BY PURCHASER, THE
PROPERTY ITSELF, DO NOT AND SHALL NOT CONSTITUTE PLAN ASSETS WITHIN THE MEANING
OF 29 C.F.R. §2510.3-101 AS OF THE CLOSING.
9.4.2
ORGANIZATION AND AUTHORITY.
PURCHASER IS DULY ORGANIZED AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF ITS ORGANIZATION.
PURCHASER HAS
THE POWER AND AUTHORITY UNDER ITS ORGANIZATIONAL DOCUMENTS TO PERFORM ITS
OBLIGATIONS HEREUNDER, AND ALL ACTION AND APPROVALS REQUIRED THEREUNDER HAVE
BEEN DULY TAKEN AND OBTAINED.
9.4.3
NO CONFLICT.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
CONSUMMATION OF THE TRANSACTIONS PROVIDED FOR HEREIN AND THE FULFILLMENT OF THE
TERMS HEREOF WILL NOT RESULT IN A BREACH OF ANY OF THE TERMS OR PROVISIONS OF,
OR CONSTITUTE A DEFAULT UNDER, ANY PROVISION OF PURCHASER'S ORGANIZATIONAL
DOCUMENTS.
9.4.4
NO BANKRUPTCY
PURCHASER HAS NOT (A) MADE A GENERAL ASSIGNMENT FOR
THE BENEFIT OF CREDITORS, (B) FILED ANY VOLUNTARY PETITION IN BANKRUPTCY OR
SUFFERED THE FILING OF ANY INVOLUNTARY PETITION BY PURCHASER'S CREDITORS,
(C) SUFFERED THE APPOINTMENT OF A RECEIVER TO TAKE POSSESSION OF ALL, OR
SUBSTANTIALLY ALL, OF PURCHASER'S ASSETS, (D) SUFFERED THE ATTACHMENT OR OTHER
JUDICIAL SEIZURE OF ALL, OR SUBSTANTIALLY ALL, OF PURCHASER'S ASSETS,
(E) ADMITTED IN
20
WRITING ITS INABILITY TO PAY ITS DEBTS AS THEY COME DUE, OR (F) MADE AN OFFER OF
SETTLEMENT, EXTENSION OR COMPOSITION TO ITS CREDITORS GENERALLY.
9.4.5
EXECUTIVE ORDER.
(A)
PURCHASER IS IN COMPLIANCE WITH THE REQUIREMENTS OF EXECUTIVE
ORDER NO. 13224, 66 FED. REG. 49079 (SEPT. 23, 2001) (THE "ORDER") AND OTHER
SIMILAR REQUIREMENTS CONTAINED IN THE RULES AND REGULATIONS OF THE OFFICE OF
FOREIGN ASSETS CONTROL, DEPARTMENT OF THE TREASURY ("OFAC") AND IN ANY ENABLING
LEGISLATION OR OTHER EXECUTIVE ORDERS OR REGULATIONS IN RESPECT THEREOF (THE
ORDER AND SUCH OTHER RULES, REGULATIONS, LEGISLATION, OR ORDERS ARE COLLECTIVELY
CALLED THE "ORDERS").
(B)
NEITHER PURCHASER NOR ANY BENEFICIAL OWNER OF PURCHASER:
(I)
IS LISTED ON THE SPECIALLY DESIGNATED NATIONALS AND BLOCKED
PERSONS LIST MAINTAINED BY OFAC PURSUANT TO THE ORDER AND/OR ON ANY OTHER LIST
OF TERRORISTS OR TERRORIST ORGANIZATIONS MAINTAINED PURSUANT TO ANY OF THE RULES
AND REGULATIONS OF OFAC OR PURSUANT TO ANY OTHER APPLICABLE ORDERS (SUCH LISTS
ARE COLLECTIVELY REFERRED TO AS THE "LISTS");
(II)
IS A PERSON WHO HAS BEEN DETERMINED BY COMPETENT AUTHORITY TO BE
SUBJECT TO THE PROHIBITIONS CONTAINED IN THE ORDERS; OR
(III)
IS OWNED OR CONTROLLED BY, OR ACTS FOR OR ON BEHALF OF, ANY
PERSON ON THE LISTS OR ANY OTHER PERSON WHO HAS BEEN DETERMINED BY COMPETENT
AUTHORITY TO BE SUBJECT TO THE PROHIBITIONS CONTAINED IN THE ORDERS.
(C)
PURCHASER HEREBY COVENANTS AND AGREES THAT IF PURCHASER OBTAINS
KNOWLEDGE THAT PURCHASER OR ANY OF ITS BENEFICIAL OWNERS BECOMES LISTED ON THE
LISTS OR IS INDICTED, ARRAIGNED, OR CUSTODIALLY DETAINED ON CHARGES