TO EQUITABLE DEFENSES AND TO THE DISCRETION
OF THE COURT BEFORE WHICH ANY PROCEEDING THEREFOR MAY BE BROUGHT.
4.3
NO VIOLATION.
NEITHER THE EXECUTION AND DELIVERY OF
THIS AGREEMENT BY SUCH SELLER, THE PERFORMANCE BY SUCH SELLER OF ITS OBLIGATIONS
HEREUNDER, NOR THE CONSUMMATION BY SUCH SELLER OF THE TRANSACTIONS CONTEMPLATED
HEREBY WILL: (A) VIOLATE, CONFLICT WITH OR RESULT IN ANY BREACH OF ANY PROVISION
OF THE ORGANIZATIONAL DOCUMENTS OF SUCH SELLER; (B) VIOLATE, CONFLICT WITH OR
RESULT IN A VIOLATION OR BREACH OF, OR CONSTITUTE A DEFAULT (WITH OR WITHOUT DUE
NOTICE OR LAPSE OF TIME OR BOTH) UNDER THE TERMS, CONDITIONS OR PROVISIONS OF
ANY NOTE, BOND, MORTGAGE, INDENTURE OR DEED OF TRUST, OR ANY MATERIAL LICENSE,
LEASE OR AGREEMENT TO WHICH SUCH SELLER IS A PARTY; OR (C) VIOLATE ANY ORDER,
WRIT, JUDGMENT, INJUNCTION, DECREE, STATUTE, RULE OR REGULATION OF ANY COURT OR
GOVERNMENTAL BODY APPLICABLE TO SUCH SELLER.
4.4
TITLE TO SHARES.
SUCH SELLER IS THE SOLE RECORD AND
BENEFICIAL OWNER OF, AND HAS GOOD AND VALID TITLE TO, THE SHARES SET FORTH
OPPOSITE SUCH SELLER'S NAME IN SCHEDULE 3.4(A) HERETO, FREE AND CLEAR OF ALL
ENCUMBRANCES, SUCH SELLER HAS FULL RIGHT, POWER AND AUTHORITY TO TRANSFER SUCH
SHARES TO BUYER, FREE AND CLEAR OF ANY ENCUMBRANCES, AND SUCH SELLER IS NOT A
PARTY TO ANY VOTING TRUST, PROXY OR OTHER AGREEMENT WITH RESPECT TO THE VOTING
OF SUCH SHARES.
4.5
CONSENTS AND APPROVALS.
NO FILING OR REGISTRATION WITH,
NO NOTICE TO AND NO PERMIT, AUTHORIZATION, CONSENT OR APPROVAL OF ANY THIRD
PARTY OR ANY GOVERNMENTAL BODY IS NECESSARY FOR THE CONSUMMATION BY SUCH SELLER
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer hereby represents and warrants to the Sellers as follows:
5.1
ORGANIZATION AND QUALIFICATION. THE BUYER IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE JURISDICTION OF ITS INCORPORATION, WITH ALL REQUISITE CORPORATE POWER AND
AUTHORITY TO OWN, LEASE AND OPERATE ITS PROPERTIES AND TO CARRY ON ITS
BUSINESSES AS NOW BEING CONDUCTED.
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5.2
AUTHORIZATION. THE BUYER HAS FULL CORPORATE POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT
BY THE BUYER, THE PERFORMANCE BY THE BUYER OF ITS OBLIGATIONS HEREUNDER, AND THE
CONSUMMATION BY THE BUYER OF THE TRANSACTIONS CONTEMPLATED HEREBY, HAVE BEEN
DULY AUTHORIZED BY THE BUYER.
NO OTHER CORPORATE PROCEEDING ON THE PART OF THE
BUYER IS NECESSARY TO AUTHORIZE THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR
TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THIS AGREEMENT HAS BEEN
DULY AND VALIDLY EXECUTED AND DELIVERED BY THE BUYER AND CONSTITUTES A VALID AND
BINDING OBLIGATION OF THE BUYER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS
TERMS, EXCEPT TO THE EXTENT THAT SUCH ENFORCEMENT MAY BE SUBJECT TO APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS NOW OR
HEREAFTER IN EFFECT RELATING TO CREDITORS' RIGHTS GENERALLY, AND THE REMEDY OF