OR FOREIGN SECURITIES LAWS.
3.23
SELLER DISCLOSURE INFORMATION.
THE SELLER DISCLOSURE INFORMATION
SUPPLIED BY SELLER FOR INCLUSION IN THE PROXY STATEMENT AND ANY OTHER DOCUMENT
FILED WITH THE SEC BY BUYER IN CONNECTION WITH THE TRANSACTIONS (TAKING INTO
ACCOUNT ANY AMENDMENT THEREOF OR SUPPLEMENT THERETO), AT THE DATE FIRST MAILED
TO THE STOCKHOLDERS OF BUYER, AT THE TIME OF THE BUYER STOCKHOLDER'S MEETING AND
AT THE TIME FILED WITH THE SEC, AS THE CASE MAY BE, WILL NOT CONTAIN
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ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT
MISLEADING.
3.24
LIMITED WARRANTIES.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER TO BUYER,
EXPRESS OR IMPLIED, CONCERNING THE PURCHASED ASSETS OR THE PURCHASED BUSINESS,
INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO VALUE,
QUALITY, QUANTITY, CONDITION, MERCHANTABILITY, SUITABILITY OR USE, SALABILITY,
OBSOLESCENCE, WORKING ORDER, VALIDITY OR ENFORCEABILITY.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller as follows:
4.1
ORGANIZATION AND GOOD STANDING.
BUYER IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE WITH FULL POWER AND AUTHORITY TO CONDUCT ITS BUSINESS AS IT IS NOW
BEING CONDUCTED, TO OWN OR USE ITS ASSETS, AND TO PERFORM ITS OBLIGATION UNDER
ALL MATERIAL CONTRACTS TO WHICH IT IS A PARTY.
BUYER IS DULY QUALIFIED TO DO
BUSINESS AND IS IN GOOD STANDING UNDER THE LAWS OF EACH STATE OR OTHER
JURISDICTION IN WHICH EITHER THE OWNERSHIP OF ITS ASSETS OR THE OPERATION OF ITS
BUSINESS REQUIRES SUCH QUALIFICATION, EXCEPT WHERE THE FAILURE TO SO QUALIFY
WILL NOT HAVE A BUYER MATERIAL ADVERSE EFFECT.
BUYER HAS MADE AVAILABLE TO THE
SELLER TRUE AND COMPLETE COPIES OF ITS ORGANIZATIONAL DOCUMENTS, AND BUYER IS
NOT IN DEFAULT UNDER OR IN VIOLATION OF ANY OF ITS ORGANIZATIONAL DOCUMENTS.
4.2
AUTHORITY; NO CONFLICT.
(A)
ASSUMING THE CONSENTS AND FILINGS SPECIFIED IN SECTION 4.2(C) ARE
OBTAINED OR MADE, AS APPLICABLE, BUYER HAS ALL REQUISITE POWER, AUTHORITY AND
CAPACITY, AND HAS TAKEN ALL ACTION NECESSARY, TO EXECUTE, DELIVER AND PERFORM
ITS OBLIGATIONS UNDER THIS AGREEMENT AND EACH ANCILLARY AGREEMENT TO WHICH IT IS
A PARTY.
THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY
BUYER AND CONSTITUTES THE LEGAL, VALID, AND BINDING OBLIGATION OF BUYER,
ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH ITS TERMS, AND, UPON THE EXECUTION
AND DELIVERY BY BUYER OF THE ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY, SUCH
ANCILLARY AGREEMENTS WILL HAVE BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY
BUYER AND WILL CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATIONS OF BUYER,
ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT THAT
ENFORCEABILITY OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS MAY BE LIMITED BY
(I) BANKRUPTCY, INSOLVENCY, MORATORIUM, REORGANIZATION AND OTHER SIMILAR LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY AND (II)