ITS SUBSIDIARIES WHICH HAS OR WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY.
11
(B)
PERMITS.
THE COMPANY AND ITS SUBSIDIARIES HOLD, TO THE EXTENT
LEGALLY REQUIRED, ALL PERMITS THAT ARE REQUIRED FOR THE OPERATION OF THE
BUSINESS OF THE COMPANY, AS CURRENTLY CONDUCTED, THE FAILURE TO HOLD WHICH WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY
(COLLECTIVELY, "COMPANY PERMITS").
AS OF THE DATE HEREOF, NO SUSPENSION OR
CANCELLATION OF ANY OF THE COMPANY PERMITS IS PENDING OR, TO THE KNOWLEDGE OF
COMPANY, THREATENED.
THE COMPANY AND ITS SUBSIDIARIES ARE IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH THE TERMS OF THE COMPANY PERMITS.
3.13
LITIGATION.
AS OF THE DATE HEREOF, THERE ARE NO CLAIMS, SUITS,
ACTIONS OR PROCEEDINGS OR, TO THE KNOWLEDGE OF THE COMPANY, PENDING OR OVERTLY
THREATENED IN WRITING AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES, BEFORE ANY
COURT, GOVERNMENTAL DEPARTMENT, COMMISSION, AGENCY, INSTRUMENTALITY OR
AUTHORITY, OR ANY ARBITRATOR THAT SEEKS TO RESTRAIN OR ENJOIN THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY OR WHICH WOULD REASONABLY BE EXPECTED,
EITHER SINGULARLY OR IN THE AGGREGATE WITH ALL SUCH CLAIMS, ACTIONS OR
PROCEEDINGS, TO HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY.
3.14
OWNERSHIP OF ASSETS.
OTHER THAN PERMITTED LIENS AND OTHER THAN
WITH RESPECT TO ANY COMPANY INTELLECTUAL PROPERTY, TO THE KNOWLEDGE OF THE
COMPANY, THERE ARE NO LIENS OVER OR AFFECTING THE WHOLE OR ANY PART OF THE
MATERIAL ASSETS OF THE COMPANY.
4.
Representations, Warranties and Covenants of the Purchaser.
The
Purchaser represents and warrants to the Company as follows:
4.1
AUTHORIZATION.
ALL CORPORATE ACTION ON THE PART OF THE PURCHASER
NECESSARY FOR THE AUTHORIZATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND
THE STOCKHOLDERS RIGHTS AGREEMENT, THE PERFORMANCE OF ALL OBLIGATIONS OF THE
PURCHASER HEREUNDER AND THEREUNDER HAS BEEN TAKEN PRIOR TO THE DATE HEREOF, AND
EACH OF THIS AGREEMENT AND THE STOCKHOLDERS RIGHTS AGREEMENT, WHEN VALIDLY
EXECUTED BY THE COMPANY, CONSTITUTES A VALID AND LEGALLY BINDING OBLIGATION OF
THE PURCHASER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT (I) AS LIMITED
BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER LAWS
OF GENERAL APPLICATION AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY,
(II) AS LIMITED BY LAWS RELATING TO THE AVAILABILITY OF SPECIFIC PERFORMANCE,
INJUNCTIVE RELIEF OR OTHER EQUITABLE REMEDIES, AND (III) TO THE EXTENT THE
INDEMNIFICATION PROVISIONS CONTAINED IN THE STOCKHOLDERS RIGHTS AGREEMENT MAY BE
LIMITED BY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.
4.2
PURCHASE ENTIRELY FOR OWN ACCOUNT.
THE PURCHASE SHARES TO BE
PURCHASED BY THE PURCHASER WILL BE ACQUIRED FOR INVESTMENT FOR THE PURCHASER'S
OWN ACCOUNT, AND NOT AS A NOMINEE OR AGENT, AND NOT WITH A VIEW TO THE RESALE OR
DISTRIBUTION OF ANY PART THEREOF, AND THE PURCHASER HAS NO PRESENT INTENTION OF
SELLING, GRANTING ANY PARTICIPATION IN, OR OTHERWISE DISTRIBUTING THE SAME.
THE
PURCHASER IS NOT A PARTY TO ANY CONTRACT, UNDERSTANDING, AGREEMENT OR
ARRANGEMENT WITH ANY PERSON TO SELL, TRANSFER OR OTHERWISE DISPOSE OF ANY OF THE
PURCHASE SHARES PURCHASED