VALIDLY
AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF PURCHASER.
THIS
AGREEMENT HAS BEEN, AND THE OTHER DOCUMENTS CONTEMPLATED TO BE EXECUTED BY
PURCHASER HEREBY WILL BE AS OF THE CLOSING, DULY EXECUTED AND DELIVERED BY
PURCHASER AND CONSTITUTE OR WILL CONSTITUTE THE LEGAL, VALID AND BINDING
OBLIGATION OF PURCHASER, ENFORCEABLE AGAINST PURCHASER IN ACCORDANCE WITH THE
TERMS HEREOF, EXCEPT THAT SUCH ENFORCEABILITY (A) MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, FRAUDULENT TRANSFER, REORGANIZATION, MORATORIUM AND OTHER SIMILAR
LAWS OF GENERAL APPLICABILITY AFFECTING OR RELATING TO THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND (B) IS SUBJECT TO GENERAL PRINCIPLES OF EQUITY,
WHETHER CONSIDERED IN A PROCEEDING AT LAW OR IN EQUITY.
4.3
CONSENTS AND APPROVALS; NO VIOLATIONS.
NO FILING OR REGISTRATION
WITH, OR NOTICE TO, AND NO PERMIT, AUTHORIZATION, CONSENT OR APPROVAL OF, ANY
GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS NECESSARY OR REQUIRED IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY PURCHASER OR FOR
THE CONSUMMATION BY PURCHASER OF THE TRANSACTIONS.
ASSUMING THAT ALL FILINGS,
REGISTRATIONS, PERMITS, AUTHORIZATIONS, CONSENTS AND APPROVALS CONTEMPLATED BY
THE IMMEDIATELY PRECEDING SENTENCE HAVE BEEN DULY MADE OR OBTAINED, NEITHER THE
EXECUTION OR DELIVERY OF THIS AGREEMENT BY PURCHASER NOR THE PERFORMANCE OF THIS
AGREEMENT NOR THE CONSUMMATION OF THE TRANSACTIONS BY PURCHASER WILL (A)
CONFLICT WITH OR RESULT IN ANY BREACH OF ANY PROVISION OF THE RESPECTIVE
ARTICLES OF INCORPORATION, CERTIFICATE OF INCORPORATION, BYLAWS OR OTHER
ORGANIZATIONAL DOCUMENTS OF PURCHASER, (B)
RESULT IN A VIOLATION OR BREACH OF,
OR CONSTITUTE (WITH OR WITHOUT DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT
(OR GIVE RISE TO ANY RIGHT OF TERMINATION, AMENDMENT, CANCELLATION OR
ACCELERATION) UNDER, ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF ANY NOTE,
BOND, MORTGAGE, INDENTURE, LICENSE, CONTRACT OR OTHER INSTRUMENT OR OBLIGATION
TO WHICH PURCHASER IS A PARTY OR BY WHICH PURCHASER OR ANY OF THE PROPERTIES OR
ASSETS OF PURCHASER MAY BE BOUND OR (C)
VIOLATE ANY ORDER, WRIT, INJUNCTION,
DECREE, STATUTE, RULE OR REGULATION APPLICABLE TO PURCHASER OR ANY OF THE
PROPERTIES OR ASSETS OF PURCHASER, IN EACH CASE EXCEPT TO THE EXTENT THAT SUCH
CONFLICT, DEFAULT OR VIOLATION WOULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT ON PURCHASER'S ABILITY TO CONSUMMATE THE TRANSACTIONS.
4.4
LITIGATION.
THERE IS NO ACTION, SUIT, PROCEEDING OR INVESTIGATION
PENDING OR, TO THE KNOWLEDGE OF PURCHASER, THREATENED AGAINST OR RELATING TO
PURCHASER AT LAW OR IN EQUITY, OR BEFORE
20
ANY GOVERNMENTAL AUTHORITY, THAT SEEKS RESTRAINT, PROHIBITION, DAMAGES OR OTHER
RELIEF IN CONNECTION WITH THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
4.5
FEES AND EXPENSES OF BROKERS AND OTHERS.
PURCHASER (A) IS NOT
DIRECTLY OR INDIRECTLY OBLIGATED TO PAY ANY BROKERS' OR FINDERS' FEES OR ANY
SIMILAR FEES IN CONNECTION WITH THE TRANSACTIONS, AND (B) HAS NOT RETAINED ANY
BROKER OR OTHER SIMILAR INTERMEDIARY TO ACT DIRECTLY OR INDIRECTLY ON ITS BEHALF
IN CONNECTION WITH THE TRANSACTIONS.
ARTICLE V
ADDITIONAL AGREEMENTS
5.1
FEES AND EXPENSES.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS