therein shall be deemed
disclosed for other sections of the Disclosure Schedule to the extent that it is
reasonably apparent from a reading of such disclosure item that it would also
qualify or apply to such other sections):
3.1
DUE INCORPORATION; GOOD STANDING; QUALIFICATION.
SELLER IS A
DELAWARE CORPORATION, DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF DELAWARE, WITH ALL REQUISITE POWER AND AUTHORITY TO OWN, LEASE
AND OPERATE ITS ASSETS AND TO CARRY ON ITS BUSINESS AS CURRENTLY CONDUCTED.
SELLER IS DULY QUALIFIED TO DO BUSINESS AND IN GOOD STANDING IN EACH OTHER
JURISDICTION WHERE THE NATURE OF ITS BUSINESS OR OWNERSHIP OF ITS ASSETS
REQUIRES IT TO BE SO QUALIFIED, EXCEPT WHERE A FAILURE TO BE SO QUALIFIED OR IN
GOOD STANDING WOULD NOT RESULT IN A MATERIAL ADVERSE EFFECT.
3.2
DUE AUTHORIZATION; NO CONFLICT; CONSENTS.
SELLER HAS FULL
CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO CARRY OUT THE
TRANSACTIONS CONTEMPLATED HEREBY.
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT BY SELLER HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON
THE PART OF SELLER, INCLUDING THE APPROVAL OF SELLER'S BOARD OF DIRECTORS.
4
THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY SELLER, AND
CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF SELLER, ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.
SUBJECT TO COMPLIANCE WITH APPLICABLE REGULATORY
REQUIREMENTS, THE EXECUTION, DELIVERY AND PERFORMANCE BY SELLER OF THIS
AGREEMENT AND ALL OTHER INSTRUMENTS, AGREEMENTS, CERTIFICATES AND DOCUMENTS
CONTEMPLATED HEREBY:
(A) DO NOT, AND WILL NOT, VIOLATE OR CONFLICT WITH ANY
PROVISION OF THE ARTICLES OF INCORPORATION OR BY-LAWS OF SELLER; (B) DO NOT, AND
WILL NOT, VIOLATE OR CONSTITUTE A DEFAULT UNDER ANY LAW OR ANY CONTRACT TO WHICH
SELLER IS A PARTY, OR BY WHICH ANY OF SELLER'S ASSETS ARE BOUND; AND (C) WILL
NOT RESULT IN THE CREATION OF ANY ENCUMBRANCE UPON SELLER'S ASSETS OR PERMIT THE
ACCELERATION OF THE MATURITY OF ANY INDEBTEDNESS SECURED BY ANY OF SELLER'S
ASSETS.
NO NOTICE TO, FILING WITH, AUTHORIZATION OF, EXEMPTION BY OR CONSENT OF
ANY PERSON IS REQUIRED IN ORDER FOR SELLER TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY, EXCEPT AS SHALL HAVE BEEN OBTAINED ON OR PRIOR TO THE
CLOSING DATE.
3.3
CAPITAL STOCK.
SELLER IS THE OWNER, BENEFICIALLY AND OF RECORD, OF
ALL OF THE SHARES AND HAS NO OTHER EQUITY INTERESTS IN THE COMPANY OTHER THAN
THE SHARES AND HAS NO RIGHT TO ACQUIRE ANY EQUITY INTERESTS IN THE COMPANY.
AT
THE CLOSING, NONE OF THE SHARES WILL BE SUBJECT TO ANY LIENS OR RESTRICTIONS ON
TRANSFER, OTHER THAN RESTRICTIONS IMPOSED BY APPLICABLE SECURITIES LAWS AND,
UPON THE TRANSFER OF THE SHARES TO PURCHASER, PURCHASER WILL OBTAIN GOOD AND
MARKETABLE TITLE TO SUCH SECURITIES, FREE AND CLEAR OF ALL LIENS, CLAIMS AND
ENCUMBRANCES OF ANY KIND.
ON THE CLOSING DATE, THERE WILL BE NO AUTHORIZED OR
OUTSTANDING OPTION, SUBSCRIPTION, WARRANT, CALL, RIGHT, COMMITMENT OR OTHER
AGREEMENT OBLIGATING SELLER TO ISSUE OR TRANSFER ANY OF THE SHARES OR