ISSUED AT THE CLOSING.
(B)
DELIVERIES BY THE COMPANY.
AT THE CLOSING, THE COMPANY SHALL
DELIVER TO EACH PURCHASER THE SECURITIES BY PHYSICAL DELIVERY OF THE
CERTIFICATES REPRESENTING THE SECURITIES PURCHASED BY SUCH PURCHASER TO THE
ADDRESS SET FORTH ON SCHEDULE II HERETO.
2.
PURCHASER'S REPRESENTATIONS AND WARRANTIES.
EACH PURCHASER
HEREBY REPRESENTS AND WARRANTS TO AND AGREES WITH THE COMPANY ONLY AS TO SUCH
PURCHASER THAT:
(A)
ORGANIZATION AND STANDING OF THE PURCHASER.
IF SUCH PURCHASER IS
NOT A NATURAL PERSON, SUCH PURCHASER IS A CORPORATION, PARTNERSHIP OR OTHER
ENTITY DULY INCORPORATED OR ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR ORGANIZATION AND HAS
THE REQUISITE CORPORATE POWER TO OWN ITS ASSETS AND TO CARRY ON ITS BUSINESS.
(B)
AUTHORIZATION AND POWER.
EACH PURCHASER HAS THE REQUISITE POWER
AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT AND TO PURCHASE THE
SECURITIES BEING SOLD TO IT HEREUNDER.
IF SUCH PURCHASER IS NOT A NATURAL
PERSON, THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SUCH
PURCHASER AND THE CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR PARTNERSHIP
ACTION, AND NO FURTHER CONSENT OR AUTHORIZATION OF SUCH PURCHASER OR ITS BOARD
OF DIRECTORS, STOCKHOLDERS, PARTNERS, MEMBERS, AS THE CASE MAY BE, IS REQUIRED.
THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY SUCH
PURCHASER AND CONSTITUTES, OR SHALL CONSTITUTE WHEN EXECUTED AND
1
DELIVERED, A VALID AND BINDING OBLIGATION OF THE PURCHASER ENFORCEABLE AGAINST
THE PURCHASER IN ACCORDANCE WITH THE TERMS THEREOF SUBJECT TO BANKRUPTCY,
INSOLVENCY, FRAUDULENT TRANSFER, REORGANIZATION, MORATORIUM AND SIMILAR LAWS OF
GENERAL APPLICABILITY RELATING TO OR AFFECTING CREDITORS' RIGHTS GENERALLY AND
TO GENERAL PRINCIPLES OF EQUITY.
(C)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE CONSUMMATION BY SUCH PURCHASER OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR RELATING HERETO DO NOT AND WILL NOT (I) IF SUCH PURCHASER
IS NOT A NATURAL PERSON, RESULT IN A VIOLATION OF SUCH PURCHASER'S CHARTER
DOCUMENTS OR BYLAWS OR OTHER ORGANIZATIONAL DOCUMENTS OR (II) CONFLICT WITH, OR
CONSTITUTE A DEFAULT (OR AN EVENT WHICH WITH NOTICE OR LAPSE OF TIME OR BOTH
WOULD BECOME A DEFAULT) UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION,
AMENDMENT, ACCELERATION OR CANCELLATION OF ANY AGREEMENT, INDENTURE OR
INSTRUMENT OR OBLIGATION TO WHICH SUCH PURCHASER IS A PARTY OR BY WHICH ITS
PROPERTIES OR ASSETS ARE BOUND, OR RESULT IN A VIOLATION OF ANY LAW, RULE, OR
REGULATION, OR ANY ORDER, JUDGMENT OR DECREE OF ANY COURT OR GOVERNMENTAL AGENCY
APPLICABLE TO SUCH PURCHASER OR ITS PROPERTIES (EXCEPT FOR SUCH CONFLICTS,
DEFAULTS AND VIOLATIONS AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A
MATERIAL ADVERSE EFFECT ON SUCH PURCHASER).
SUCH PURCHASER IS NOT REQUIRED TO
OBTAIN ANY CONSENT, AUTHORIZATION OR ORDER OF, OR MAKE ANY FILING OR
REGISTRATION WITH, ANY COURT OR GOVERNMENTAL AGENCY IN ORDER FOR IT TO EXECUTE,
DELIVER OR PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR