RIGHTS, CLAIMS AND CAUSES OF ACTION
AGAINST EACH
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OF PARENT, THE U.S. COMPANY, AND CANADA/U.K. LLC, THEIR AFFILIATES AND THEIR
RESPECTIVE REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR
MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL)
HERETOFORE FURNISHED TO THE BUYING PARTIES AND THEIR RESPECTIVE REPRESENTATIVES
BY OR ON BEHALF OF PARENT, THE U.S. COMPANY, AND CANADA/U.K. LLC. WITHOUT
LIMITING THE FOREGOING, PARENT, THE U.S. COMPANY, AND CANADA/U.K. LLC ARE NOT
MAKING ANY REPRESENTATION OR WARRANTY TO THE BUYING PARTIES WITH RESPECT TO ANY
FINANCIAL PROJECTION OR FORECAST RELATING TO THE BUSINESS, OPERATIONS, ASSETS,
LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE ACQUIRED
ENTITIES OR ANY SUBSET THEREOF. WITH RESPECT TO ANY PROJECTION OR FORECAST
DELIVERED ON BEHALF OF PARENT, THE U.S. COMPANY, OR CANADA/U.K. LLC TO THE
BUYING PARTIES OR THEIR RESPECTIVE REPRESENTATIVES, THE BUYING PARTIES
ACKNOWLEDGE THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH
PROJECTIONS AND FORECASTS, (II) THE BUYING PARTIES ARE FAMILIAR WITH SUCH
UNCERTAINTIES, (III) THE BUYING PARTIES ARE TAKING FULL RESPONSIBILITY FOR
MAKING THEIR OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL SUCH PROJECTIONS
AND FORECASTS FURNISHED TO IT AND (IV) THE BUYING PARTIES SHALL HAVE NO CLAIM
AGAINST ANY OF PARENT, THE U.S. COMPANY, AND CANADA/U.K. LLC, THE RETAINED
SUBSIDIARIES, ANY ACQUIRED ENTITY OR THEIR RESPECTIVE AFFILIATES WITH RESPECT
THERETO.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE BUYING PARTIES
The Buying Parties and Guarantor jointly and severally represent and warrant to
Parent, the U.S. Company, and Canada/U.K. LLC as follows:
5.1 Authority; Execution; Enforceability. Such Buying Parties and Guarantor have
all requisite capacity, power and authority to (a) execute and deliver this
Agreement, (b) perform their obligations hereunder, and (c) consummate the
Transactions contemplated hereby. The execution and delivery of this Agreement,
the performance of its obligations hereunder, and the consummation of the
Transactions, in each case by such Buying Parties and Guarantor, has been duly
authorized by all requisite action on the part of such Buying Parties and
Guarantor, and no other action on the part of such Buying Parties or Guarantor
is necessary for the execution, delivery and performance of this Agreement, by
such Buying Parties or Guarantor or the consummation of the Transactions.
Assuming the due authorization, execution and delivery of this Agreement by all
other parties hereto, this Agreement constitutes the legal, valid and binding
obligation of such Buying Parties and Guarantor, enforceable against such Buying
Parties and Guarantor in accordance with its terms, subject to (x) bankruptcy,
insolvency, reorganization, moratorium and similar Laws affecting creditors'
rights and remedies generally and (y) general principles of equity.
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5.2 No Conflicts. The execution and delivery of this Agreement by the Buying
Parties and Guarantor and the consummation by the Buying Parties and Guarantor
of the Transactions will not (a) violate, conflict with or result in the breach
of the respective certificate of incorporation or bylaws, certificate of
formation or LLC agreement or certificate of limited