REASONABLY
EXPECTED TO HAVE, A PARENT MATERIAL ADVERSE EFFECT.
SECTION 4.22
ASSETS. THE ASSETS HELD BY PARENT AND ITS SUBSIDIARIES
CONSTITUTE ALL THE ASSETS AND RIGHTS OF PARENT AND ITS SUBSIDIARIES OWNED, USED
OR HELD FOR USE PRIMARILY IN CONNECTION WITH THE CONDUCT OF THE PARENT BUSINESS
IN ALL MATERIAL RESPECTS AS CURRENTLY CONDUCTED.
SECTION 4.23
ABSENCE OF LIABILITIES. THE PARENT BUSINESS HAS NO
LIABILITIES AND THERE IS NO EXISTING CONDITION, SITUATION OR SET OF
CIRCUMSTANCES THAT, INDIVIDUALLY OR IN THE AGGREGATE, WOULD REASONABLY BE
EXPECTED TO RESULT IN A LIABILITY OF THE PARENT BUSINESS, OTHER THAN
(A) LIABILITIES SPECIFICALLY REFLECTED, RESERVED AGAINST OR OTHERWISE DISCLOSED
IN THE PARENT AUDITED FINANCIAL STATEMENTS AND (B) LIABILITIES THAT WERE
INCURRED SINCE THE DATE OF THE PARENT AUDITED FINANCIAL STATEMENTS AND THAT
WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A
PARENT MATERIAL ADVERSE EFFECT.
SECTION 4.24
FRIENDCO AGREEMENTS.
(A)
BUYER HAS DELIVERED TO SELLER TRUE AND COMPLETE COPIES OF THE
PARENT REDEMPTION AGREEMENT, TWE REDEMPTION AGREEMENT AND EXCHANGE AGREEMENT,
EACH AS IN EFFECT AS OF THE DATE HEREOF.
(B)
EACH OF THE PARENT REDEMPTION AGREEMENT, THE TWE REDEMPTION
AGREEMENT AND THE EXCHANGE AGREEMENT CONSTITUTES A VALID AND LEGALLY BINDING
OBLIGATION OF EACH OF BUYER, PARENT AND ANY OF THEIR AFFILIATES THAT ARE PARTIES
THERETO, ENFORCEABLE AGAINST EACH OF THEM IN ACCORDANCE WITH ITS TERMS.
(C)
AS OF THE DATE HEREOF, EXCEPT FOR THE EXCHANGE AGREEMENT, THE TWE
REDEMPTION AGREEMENT AND THE PARENT REDEMPTION AGREEMENT, NONE OF BUYER OR ITS
AFFILIATES HAVE ENTERED INTO ANY MATERIAL AGREEMENTS OR UNDERSTANDINGS WITH
FRIENDCO OR ANY OF ITS AFFILIATES RELATING TO ANY OF THE TRANSFERRED ASSETS OR
OTHERWISE IN CONNECTION WITH THE TRANSACTION OR THE FRIENDCO TRANSACTION.
SECTION 4.25
NO ON-SALE AGREEMENTS. EXCEPT WITH RESPECT TO THE
TRANSACTION, THE EXCHANGE OR THE REDEMPTIONS, AS OF THE DATE HEREOF, BUYER AND
ITS AFFILIATES HAVE NOT ENTERED INTO ANY BINDING AGREEMENT WITH ANY THIRD PARTY
(OTHER THAN SELLER) WITH RESPECT TO A PURCHASE AND SALE TRANSACTION, WHETHER BY
MERGER, STOCK SALE, ASSET SALE OR OTHERWISE, FOR ANY OF THE TRANSFERRED ASSETS.
SECTION 4.26
FINDERS' FEES. EXCEPT FOR BEAR, STEARNS & CO. INC. AND
LEHMAN BROTHERS INC. (THE "FINANCIAL ADVISORS"), WHOSE FEES WILL BE PAID BY
BUYER, THERE IS NO INVESTMENT BANKER, BROKER, FINDER OR OTHER INTERMEDIARY THAT
HAS BEEN RETAINED BY OR IS AUTHORIZED TO ACT ON BEHALF OF BUYER OR ANY AFFILIATE
OF BUYER WHO MIGHT BE ENTITLED TO ANY FEE OR COMMISSION IN CONNECTION WITH THE
TRANSACTION.
89
SECTION 4.27
OPINION OF FINANCIAL ADVISORS. THE BOARD OF DIRECTORS OF
PARENT AND THE MANAGING MEMBER OF BUYER HAVE RECEIVED THE OPINIONS OF THE
FINANCIAL ADVISORS, EACH DATED APRIL 19, 2005, TO THE EFFECT THAT, AS OF SUCH
DATE AND SUBJECT TO THE ASSUMPTIONS, QUALIFICATIONS AND OTHER LIMITATIONS SET
FORTH THEREIN, (I) TO THE PARENT, THE CONSIDERATION TO BE PAID IN THE PARENT
REDEMPTION, (II) TO TWE, THE CONSIDERATION TO BE PAID IN THE TWE REDEMPTION, AND
(III) TO PARENT AND BUYER, THE