RESULT IN MATERIALLY ADVERSE CONSEQUENCES TO THE BUYER UNDER, ANY INDENTURE,
MORTGAGE, BOND, CONTRACT, LICENSE, AGREEMENT, PERMIT, INSTRUMENT OR OTHER
OBLIGATION TO WHICH BUYER IS A PARTY OR BY WHICH THE BUYER IS BOUND OR AFFECTED.
5
3.4
BINDING OBLIGATION. THIS AGREEMENT HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY THE BUYER AND CONSTITUTES A VALID AND BINDING
AGREEMENT OF THE BUYER, ENFORCEABLE AGAINST THE BUYER IN ACCORDANCE WITH ITS
TERMS, SUBJECT TO BANKRUPTCY, INSOLVENCY, FRAUDULENT TRANSFER, REORGANIZATION,
MORATORIUM AND OTHER SIMILAR LAWS OF GENERAL APPLICABILITY RELATING TO OR
AFFECTING CREDITORS' RIGHTS AND TO GENERAL EQUITY PRINCIPLES.
3.5
NO LITIGATION. THERE IS NO SUIT, ACTION, INVESTIGATION, INQUIRY OR
OTHER PROCEEDING PENDING OR, TO ITS KNOWLEDGE, THREATENED AGAINST THE BUYER THAT
CHALLENGES, OR HAS THE EFFECT OF INTERFERING WITH, THE VALIDITY OR LEGALITY OF
THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.
3.6
PURCHASE FOR OWN ACCOUNT. THE SHARES TO BE PURCHASED BY THE BUYER
HEREUNDER WILL BE ACQUIRED FOR INVESTMENT FOR THE BUYER'S OWN ACCOUNT IN THE
MANNER SET FORTH HEREIN AND NOT WITH A VIEW TO ANY DISTRIBUTION OR RESALE OF THE
SHARES IN VIOLATION OF THE SECURITIES ACT.
3.7
ACCREDITED INVESTOR STATUS. THE BUYER IS AN ACCREDITED INVESTOR,
AS DEFINED IN RULE 501 OF THE SECURITIES ACT, AND IS CAPABLE OF EVALUATING THE
MERITS AND RISKS OF AN INVESTMENT IN THE SHARES AS CONTEMPLATED HEREIN. THE
BUYER ACKNOWLEDGES THAT IT IS ABLE TO BEAR THE ECONOMIC RISKS ASSOCIATED WITH
SUCH AN INVESTMENT AND IS ABLE TO AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.
3.8
INDEPENDENT ANALYSIS. THE BUYER (I) HAS ADEQUATE INFORMATION TO
MAKE AN INFORMED DECISION REGARDING A PURCHASE OF THE SHARES AS CONTEMPLATED
HEREIN AND (II) HAS INDEPENDENTLY AND WITHOUT RELIANCE UPON THE SELLER, AND
BASED ON SUCH INFORMATION AS THE BUYER HAS DEEMED APPROPRIATE, MADE ITS OWN
ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT, EXCEPT THAT THE BUYER HAS
RELIED UPON THE SELLER'S EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND
INDEMNITIES IN THIS AGREEMENT. THE BUYER ACKNOWLEDGES THAT THE SELLER IS A
SUBSTANTIAL SHAREHOLDER OF THE BUYER AND HAS A REPRESENTATIVE ON THE BOARD OF
DIRECTORS OF THE BUYER AND, THEREFORE, MAY POSSESS MATERIAL NON-PUBLIC
INFORMATION NOT KNOWN TO CERTAIN MEMBERS OF BUYER'S MANAGEMENT REGARDING OR
RELATING TO THE BUYER OR THE SHARES, INCLUDING, BUT NOT LIMITED TO, INFORMATION
CONCERNING THE BUSINESS, CONDITION (FINANCIAL OR OTHERWISE), PROSPECTS OR PLANS
OF THE BUYER. THE BUYER FURTHER ACKNOWLEDGES THAT NEITHER THE SELLER NOR ANY OF
ITS AFFILIATES SHALL HAVE ANY LIABILITY WHATSOEVER (AND THE BUYER HEREBY WAIVES
AND RELEASES ALL CLAIMS THAT IT MAY OTHERWISE HAVE) WITH RESPECT TO THE
NONDISCLOSURE OF ANY SUCH INFORMATION, WHETHER BEFORE OR AFTER THE DATE OF THIS
AGREEMENT. IN THIS REGARD, THE BUYER ACKNOWLEDGES AND AGREES THAT THE
TRANSACTIONS CONTEMPLATED HEREIN MAY BE CONSUMMATED DURING THE "BLACKOUT PERIOD"
UNDER THE BUYER'S INSIDE INFORMATION, MARKET COMMUNICATIONS AND SECURITIES
TRADING POLICY AND PROCEDURES, WHICH BEGINS 14 DAYS PRIOR TO THE BUYER'S FISCAL
YEAR END AND ENDS 24 HOURS AFTER THE RELEASE OF THE BUYER'S FINANCIAL