SUCH SUIT, ACTION, PROCEEDING OR INVESTIGATION.
2.2.4
BROKERS. ALL NEGOTIATIONS RELATIVE TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN CARRIED ON BY THE SELLER AND ITS
COUNSEL DIRECTLY WITH THE BUYER AND ITS COUNSEL, WITHOUT THE INTERVENTION OF ANY
OTHER PERSON IN SUCH MANNER AS TO GIVE RISE TO ANY VALID CLAIM AGAINST ANY OF
THE PARTIES HERETO FOR A BROKERAGE COMMISSION, FINDER'S FEE OR ANY SIMILAR
PAYMENT. THE SHAREHOLDER HAS NOT TAKEN ANY ACTION THAT WOULD GIVE ANY THIRD
PARTY A VALID CLAIM FOR ANY SUCH COMMISSION, FEE OR PAYMENT OR ANY SUCH CLAIM IN
CONNECTION WITH THE SHAREHOLDER NONCOMPETITION AGREEMENT.
2.3
REPRESENTATIONS AND WARRANTIES OF THE BUYER. THE BUYER MAKES THE
FOLLOWING REPRESENTATIONS AND WARRANTIES TO THE SELLER, EACH OF WHICH IS TRUE
AND CORRECT AS OF THE DATE HEREOF AND SHALL BE TRUE AND CORRECT AS OF THE
CLOSING DATE:
2.3.1
ORGANIZATION AND GOOD STANDING. BUYER IS A LIMITED LIABILITY
COMPANY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
ITS STATE OF ORGANIZATION, HAS FULL REQUISITE POWER AND AUTHORITY TO CARRY ON
ITS BUSINESS AS IT IS CURRENTLY CONDUCTED, AND TO OWN AND OPERATE THE PROPERTIES
CURRENTLY OWNED AND OPERATED BY IT, AND IS DULY QUALIFIED OR LICENSED TO DO
BUSINESS AND IS IN GOOD STANDING AS A FOREIGN
7
LIMITED PARTNERSHIP OR CORPORATION, AS APPLICABLE, AUTHORIZED TO DO BUSINESS IN
ALL JURISDICTIONS IN WHICH THE CHARACTER OF THE PROPERTIES OWNED OR THE NATURE
OF THE BUSINESS CONDUCTED BY IT WOULD MAKE SUCH QUALIFICATION OR LICENSING
NECESSARY.
2.3.2
AUTHORITY TO EXECUTE. THE EXECUTION AND DELIVERY OF EACH OF THIS
AGREEMENT AND THE SHAREHOLDER NONCOMPETITION AGREEMENT HAS BEEN AUTHORIZED BY
ALL NECESSARY CORPORATE AND OTHER ACTION ON THE PART OF THE BUYER, AND EACH OF
THIS AGREEMENT AND THE SHAREHOLDER NONCOMPETITION AGREEMENT IS THE VALID AND
BINDING OBLIGATION OF THE BUYER, ENFORCEABLE AGAINST THE BUYER IN ACCORDANCE
WITH ITS TERMS.
2.3.3
ABSENCE OF CONFLICTS. THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT AND THE SHAREHOLDER NONCOMPETITION AGREEMENT AND THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY WILL NOT CONFLICT WITH OR
RESULT IN A VIOLATION OR BREACH OF ANY TERM OR PROVISION OF, NOR CONSTITUTE A
DEFAULT UNDER, (I) THE ORGANIZATIONAL DOCUMENTS OF THE BUYER, (II) ANY
OBLIGATION, INDENTURE, MORTGAGE, DEED OF TRUST, LEASE, CONTRACT OR OTHER
AGREEMENT TO WHICH THE BUYER IS A PARTY OR BY WHICH THE BUYER OR ITS PROPERTIES
ARE BOUND, OR (III) ANY PROVISION OF ANY LAW, RULE, REGULATION, ORDER, PERMIT,
CERTIFICATE, WRIT, JUDGMENT, INJUNCTION, DECREE, DETERMINATION, AWARD OR OTHER
DECISION OF ANY COURT, ARBITRATOR OR OTHER GOVERNMENTAL AUTHORITY TO WHICH THE
BUYER OR ANY OF ITS PROPERTIES ARE SUBJECT.
2.3.4
LITIGATION. TO THE BEST OF THE BUYER'S KNOWLEDGE, NO LITIGATION,
ACTIONS, ARBITRATIONS OR PROCEEDINGS, WHETHER LEGAL, EQUITABLE, ADMINISTRATIVE
OR GOVERNMENTAL INVESTIGATIONS OF ANY TYPE ARE PENDING OR THREATENED WHICH MIGHT
AFFECT THE CONSUMMATION OF THIS AGREEMENT OR THE SHAREHOLDER NONCOMPETITION
AGREEMENT BY THE BUYER.
2.3.5
BROKERS. ALL NEGOTIATIONS RELATIVE TO THIS AGREEMENT AND THE