SHALL HAVE RECEIVED ALL SUCH
COUNTERPART ORIGINALS OR CERTIFIED OR OTHER COPIES OF SUCH DOCUMENTS AS SUCH
PURCHASER OR SUCH SPECIAL COUNSEL MAY REASONABLY REQUEST.
SECTION 5.
REPRESENTATIONS
AND WARRANTIES OF EACH COMPANY.
Each Company represents and warrants to each Purchaser that:
SECTION 5.1.
ORGANIZATION; POWER AND AUTHORITY.
EACH COMPANY IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF ITS JURISDICTION OF INCORPORATION, AND IS DULY QUALIFIED AS A FOREIGN
CORPORATION AND IS IN GOOD STANDING IN EACH JURISDICTION IN WHICH SUCH
QUALIFICATION IS REQUIRED BY LAW, OTHER THAN THOSE JURISDICTIONS AS TO WHICH THE
FAILURE TO BE SO QUALIFIED OR IN GOOD STANDING COULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
EACH
COMPANY HAS THE CORPORATE POWER AND AUTHORITY TO OWN OR HOLD UNDER LEASE THE
PROPERTIES IT PURPORTS TO OWN OR HOLD UNDER LEASE, TO TRANSACT THE BUSINESS IT
TRANSACTS AND PROPOSES TO TRANSACT, TO EXECUTE AND DELIVER THIS AGREEMENT, THE
NOTES AND THE OTHER NOTE DOCUMENTS AND TO PERFORM THE PROVISIONS HEREOF AND
THEREOF.
SECTION 5.2.
AUTHORIZATION, ETC.
THIS AGREEMENT, THE NOTES AND THE
OTHER NOTE DOCUMENTS HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION
ON THE PART OF EACH COMPANY, AND THIS AGREEMENT CONSTITUTES, AND UPON EXECUTION
AND DELIVERY THEREOF EACH NOTE AND EACH OTHER NOTE DOCUMENT WILL CONSTITUTE, A
LEGAL, VALID AND BINDING OBLIGATION OF EACH COMPANY ENFORCEABLE AGAINST EACH
SUCH COMPANY IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE
LIMITED BY (I) APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND
(II) GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
SECTION 5.3.
DISCLOSURE.
NEITHER THIS AGREEMENT, ANY OTHER NOTE
DOCUMENT NOR ANY OTHER DOCUMENT, CERTIFICATE OR STATEMENT FURNISHED TO ANY
PURCHASER BY OR ON BEHALF OF ANY COMPANY IN CONNECTION HEREWITH CONTAINS ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY
IN ORDER TO MAKE THE STATEMENTS CONTAINED HEREIN AND THEREIN NOT MISLEADING.
THERE IS NO FACT PECULIAR TO ANY COMPANY OR ANY OF ITS SUBSIDIARIES THAT
MATERIALLY AND ADVERSELY AFFECTS OR IN THE FUTURE MAY REASONABLY BE EXPECTED (SO
FAR AS ANY COMPANY CAN NOW REASONABLY FORESEE) TO MATERIALLY AND ADVERSELY
AFFECT THE BUSINESS, PROPERTY OR ASSETS, CONDITION (FINANCIAL OR OTHERWISE) OR
OPERATIONS OF ANY COMPANY OR ANY OF ITS SUBSIDIARIES AND THAT HAS NOT BEEN SET
FORTH IN THIS AGREEMENT.
5
SECTION 5.4.
ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES.
(A)
SCHEDULE 5.4 CONTAINS (EXCEPT AS NOTED THEREIN) A COMPLETE AND
CORRECT LIST OF EACH COMPANY'S SUBSIDIARIES, SHOWING, AS TO EACH SUBSIDIARY, THE
CORRECT NAME THEREOF, THE JURISDICTION OF ITS ORGANIZATION, AND THE PERCENTAGE
OF SHARES OF EACH CLASS OF ITS CAPITAL STOCK OR SIMILAR EQUITY INTERESTS
OUTSTANDING OWNED BY EACH COMPANY AND EACH OTHER SUBSIDIARY.
(B)
ALL OF THE OUTSTANDING SHARES OF CAPITAL STOCK OR SIMILAR EQUITY