THE PURCHASER.
IN DETERMINING TO PROCEED WITH
THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, BUT WITHOUT LIMITATION OF ANY
RIGHTS OR REMEDIES ARISING HEREUNDER, THE PURCHASER ACKNOWLEDGES THAT (I) THE
PURCHASER HAS MADE A COMPLETE DUE DILIGENCE REVIEW OF THE COMPANY AND ITS
SUBSIDIARIES AND IS SATISFIED WITH THE RESULTS THEREOF AND (II) EXCEPT AS
EXPRESSLY SET FORTH HEREIN, THE PURCHASER IS NOT RELYING ON ANY COVENANTS,
REPRESENTATIONS OR WARRANTIES OF THE COMPANY OR THE SELLERS.
SECTION 3.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS.
AS A MATERIAL
INDUCEMENT TO THE PURCHASER TO ENTER INTO THIS AGREEMENT AND TO PURCHASE THE
ZATARAIN STOCK, EACH SELLER HEREBY REPRESENTS AND WARRANTS SEVERALLY, AND NOT
JOINTLY, THAT AS OF THE DATE HEREOF:
3.1
ORGANIZATION, CORPORATE POWER AND AUTHORIZATION.
SUCH SELLER, IF
SUCH SELLER IS AN ENTITY, IS VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE STATE OF ITS INCORPORATION AND HAS THE REQUISITE POWER AND AUTHORITY
NECESSARY TO, OR, IF SUCH SELLER IS AN INDIVIDUAL, HAS THE CAPACITY NECESSARY
TO, ENTER INTO, DELIVER AND PERFORM ITS OBLIGATIONS PURSUANT TO EACH OF THE
TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY.
SUCH SELLER'S EXECUTION, DELIVERY
AND PERFORMANCE OF EACH TRANSACTION DOCUMENT TO WHICH IT IS A PARTY HAS BEEN
DULY AUTHORIZED BY SUCH SELLER.
6
3.2
BINDING EFFECT AND NONCONTRAVENTION.
(A)
EACH TRANSACTION DOCUMENT TO WHICH SUCH SELLER IS A PARTY
CONSTITUTES A VALID AND BINDING OBLIGATION OF SUCH SELLER WHICH IS ENFORCEABLE
AGAINST SUCH SELLER IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY
MAY BE LIMITED BY (I) APPLICABLE INSOLVENCY, BANKRUPTCY, REORGANIZATION,
MORATORIUM OR OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY, AND
(II) APPLICABLE EQUITABLE PRINCIPLES (WHETHER CONSIDERED IN A PROCEEDING AT LAW
OR IN EQUITY).
(B)
EXCEPT AS SET FORTH ON THE ATTACHED CONFLICTS SCHEDULE, THE
EXECUTION, DELIVERY, AND PERFORMANCE OF THE TRANSACTION DOCUMENTS TO WHICH SUCH
SELLER IS A PARTY DO NOT AND SHALL NOT:
(I)
CONFLICT WITH OR RESULT IN A BREACH OF THE TERMS, CONDITIONS OR
PROVISIONS OF,
(II)
CONSTITUTE A DEFAULT UNDER OR RESULT IN A VIOLATION OF,
(III)
RESULT IN THE ACCELERATION OF, CREATE IN ANY PARTY THE RIGHT TO
ACCELERATE, TERMINATE, MODIFY, OR CANCEL ANY LIABILITY OR OBLIGATION OF SUCH
SELLER UNDER,
(IV)
OR REQUIRE ANY AUTHORIZATION, CONSENT, APPROVAL, EXEMPTION OR
OTHER ACTION BY OR DECLARATION OR NOTICE TO ANY THIRD PERSON OR GOVERNMENT
ENTITY PURSUANT TO,
(x) the certificate of incorporation or bylaws or similar organic and corporate
governance documents of such Seller, if applicable, (y) any material agreement
to which the Seller is a party or to which any of its assets is subject, or (z)
to such Seller's knowledge, any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, Legal Requirement or other
restriction of any Government Entity, to which such Seller is subject.
3.3
CAPITAL STOCK.
SUCH SELLER HOLDS OF RECORD, OWNS BENEFICIALLY AND
HAS GOOD AND MARKETABLE TITLE TO ALL OF SUCH SELLER'S ZATARAIN STOCK, AS
REFLECTED ON THE CAPITALIZATION SCHEDULE, FREE AND CLEAR OF SECURITY INTERESTS,