LEGAL
CAPACITY AND AUTHORITY TO CONDUCT BUSINESS IN EACH JURISDICTION IN WHICH ITS
BUSINESS IS CONDUCTED OR ITS PROPERTIES ARE LOCATED, EXCEPT WHERE THE FAILURE TO
BE SO WOULD NOT REASONABLY BE EXPECTED TO CONSTITUTE: (A) A MATERIAL ADVERSE
CHANGE IN, OR HAVE A MATERIAL ADVERSE EFFECT UPON, THE OPERATIONS, BUSINESS,
PROPERTIES, OR CONDITION (FINANCIAL OR OTHERWISE) OF THE COMPANY; (B) A MATERIAL
IMPAIRMENT OF THE ABILITY OF THE COMPANY TO PERFORM UNDER THIS AGREEMENT AND ANY
AGREEMENTS ANCILLARY AND ATTACHED HERETO AS SCHEDULES; OR (C) A MATERIAL ADVERSE
EFFECT UPON THE LEGALITY, VALIDITY, BINDING EFFECT OR ENFORCEABILITY AGAINST THE
COMPANY OF THIS AGREEMENT AND ANY ANCILLARY AGREEMENT HERETO (THE OCCURRENCE OF
EITHER OF (A), (B), OR (C) WOULD CONSTITUTE A "MATERIAL ADVERSE EFFECT").
8.2.
AUTHORIZATION, VALIDITY, CONFLICT AND ENFORCEABILITY.
THE COMPANY
HAS ALL FRANCHISES, PERMITS AND LICENSES NECESSARY FOR THE CONDUCT OF ITS
BUSINESS AS NOW BEING CONDUCTED, AND, TO THE BEST OF THE COMPANY'S KNOWLEDGE, AS
PROPOSED TO BE CONDUCTED BY IT, THE LACK OF WHICH WOULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT. THE COMPANY HAS NOT RECEIVED ANY NOTICES OF
DEFAULT RELATING TO ANY SUCH FRANCHISES, PERMITS AND LICENSES. NEITHER THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND ANY AND ALL ANCILLARY
AGREEMENTS HERETO, NOR COMPLIANCE BY THE COMPANY WITH THE TERMS THEREOF, WILL
CONFLICT WITH OR RESULT IN A BREACH OR VIOLATION OF, ANY OF THE TERMS,
CONDITIONS AND PROVISIONS OF: (I) THE COMPANY'S ARTICLES OF ASSOCIATION OR OTHER
CHARTER OR ORGANIZATIONAL DOCUMENT OF THE COMPANY IN EFFECT PRIOR TO AND AS AT
THE DATE HEREOF (THE "EXISTING ORGANIZATIONAL DOCUMENTS"); (II) ANY JUDGMENT,
ORDER, INJUNCTION, DECREE, OR RULING OF ANY COURT OR GOVERNMENTAL AUTHORITY
(EXCEPT AS SET FORTH IN SECTION 8.23), DOMESTIC OR FOREIGN; (III) ANY AGREEMENT,
CONTRACT, LEASE, LICENSE OR COMMITMENT TO WHICH THE COMPANY IS A PARTY OR TO
WHICH IT IS SUBJECT; (IV) ANY APPLICABLE LAW THE INCOMPLIANCE THEREWITH SHALL
CONSTITUTE A MATERIAL ADVERSE EFFECT. EXCEPT AS SET FORTH IN THE SCHEDULE 8.2
HERETO, SUCH EXECUTION, DELIVERY AND COMPLIANCE WILL NOT (A) GIVE TO OTHERS ANY
RIGHTS, INCLUDING RIGHTS OF TERMINATION, CANCELLATION OR ACCELERATION, IN OR
WITH RESPECT TO ANY AGREEMENT, CONTRACT, OR COMMITMENT REFERRED TO IN THIS
SECTION 8.2, OR TO ANY OF THE PROPERTIES OF THE COMPANY, OR (B) EXCEPT AS SET
FORTH IN SECTION 8.23, OTHERWISE REQUIRE THE CONSENT OR APPROVAL OF ANY PERSON,
WHICH CONSENT OR APPROVAL HAS NOT HERETOFORE BEEN OBTAINED. THIS AGREEMENT AND
ANY ANCILLARY AGREEMENT HERETO, WHEN EXECUTED AND DELIVERED BY OR ON BEHALF OF
THE COMPANY, SHALL CONSTITUTE VALID AND LEGALLY BINDING OBLIGATIONS OF THE
COMPANY, LEGALLY ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS (EXCEPT AS MAY BE
LIMITED BY BANKRUPTCY, INSOLVENCY AND SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS IN GENERAL, AND SUBJECT TO GENERAL PRINCIPLES OF EQUITY).
8.3.
RECORDS.
THE COMPANY HAS DELIVERED TO THE INVESTORS TRUE AND
ACCURATE COPIES OF THE COMPANY'S INCORPORATION DOCUMENTS AS OF THE DATE OF THIS
AGREEMENT, INCLUDING THE COMPANY'S EXISTING ARTICLES. THE COMPANY