TO THE
KNOWLEDGE OF THE COMPANY, ANY AGENT OR OTHER PERSON ACTING ON BEHALF OF THE
COMPANY, HAS (I) DIRECTLY OR INDIRECTLY, USED ANY FUNDS FOR UNLAWFUL
CONTRIBUTIONS, GIFTS, ENTERTAINMENT OR OTHER UNLAWFUL EXPENSES RELATED TO
FOREIGN OR DOMESTIC POLITICAL ACTIVITY, (II) MADE ANY UNLAWFUL PAYMENT TO
FOREIGN OR DOMESTIC GOVERNMENT OFFICIALS OR EMPLOYEES OR TO ANY FOREIGN OR
DOMESTIC POLITICAL PARTIES OR CAMPAIGNS FROM CORPORATE FUNDS, (III) FAILED TO
DISCLOSE FULLY ANY CONTRIBUTION MADE BY THE COMPANY (OR MADE BY ANY PERSON
ACTING ON ITS BEHALF OF WHICH THE COMPANY IS AWARE) WHICH IS IN VIOLATION OF
LAW, OR (IV) VIOLATED IN ANY MATERIAL RESPECT ANY PROVISION OF THE FOREIGN
CORRUPT PRACTICES ACT OF 1977, AS AMENDED.
(AA)
ANTITAKEOVER PROVISIONS. THE COMPANY AND ITS BOARD OF DIRECTORS
HAVE TAKEN ALL NECESSARY ACTION, IF ANY, IN ORDER TO RENDER INAPPLICABLE ANY
CONTROL SHARE ACQUISITION, BUSINESS COMBINATION, POISON PILL (INCLUDING ANY
DISTRIBUTION UNDER A RIGHTS AGREEMENT) OR OTHER
18
SIMILAR ANTI-TAKEOVER PROVISION UNDER THE COMPANY'S CERTIFICATE OF INCORPORATION
(OR SIMILAR CHARTER DOCUMENTS) OR THE LAWS OF ITS STATE OF INCORPORATION THAT IS
OR COULD BECOME APPLICABLE TO THE PURCHASERS AS A RESULT OF THE PURCHASERS AND
THE COMPANY FULFILLING THEIR OBLIGATIONS OR EXERCISING THEIR RIGHTS UNDER THIS
AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS OR UNDER THE AGREEMENTS RELATING
TO THE COLLATERAL TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF
THE COMPANY'S ISSUANCE OF THE SECURITIES AND THE WARRANTS AND THE PURCHASERS'
OWNERSHIP OF THE SECURITIES AND THE WARRANTS.
The Purchasers each acknowledge and agree that the Company does not make or has
not made any representations or warranties with respect to the transactions
contemplated hereby other than those set forth in this Agreement and in the
other Transaction Documents.
3.2
REPRESENTATIONS AND WARRANTIES OF IAPL.
EXCEPT AS SET FORTH IN
THE DISCLOSURE SCHEDULES, WHICH DISCLOSURE SCHEDULES SHALL BE DEEMED A PART
HEREOF, IAPL HEREBY MAKES THE REPRESENTATIONS AND WARRANTIES SET FORTH BELOW TO
EACH PURCHASER AS OF THE DATE HEREOF AND AS OF THE CLOSING DATE:
(A)
INCORPORATION AND QUALIFICATION.
IAPL IS AN ENTITY DULY
INCORPORATED AND VALIDLY EXISTING UNDER THE LAWS OF THE REPUBLIC OF SINGAPORE,
WITH THE REQUISITE POWER AND AUTHORITY TO OWN AND USE ITS PROPERTIES AND ASSETS
AND TO CARRY ON ITS BUSINESS AS CONTEMPLATED BY THE COMPANY AND IAPL IN THE
LICENSE AGREEMENT (SUBJECT TO THE PROCUREMENT OF ALL IAPL MATERIAL PERMITS, AS
DEFINED IN SECTION 3.2(I)).
IAPL IS NOT IN VIOLATION OR DEFAULT OF ANY OF THE
PROVISIONS OF ITS MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION.
(B)
AUTHORIZATION; ENFORCEMENT.
IAPL HAS THE REQUISITE CORPORATE
POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY EACH OF THE TRANSACTION DOCUMENTS REQUIRED TO BE EXECUTED BY IT
IN CONNECTION WITH THIS AGREEMENT AND OTHERWISE TO CARRY OUT ITS OBLIGATIONS
THEREUNDER.
THE EXECUTION AND DELIVERY OF SUCH TRANSACTION DOCUMENTS BY IAPL
AND THE CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED THEREBY HAVE BEEN
DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART