EXPENSES ARE THE SOLE
RESPONSIBILITY OF SELLER, ALL NEGOTIATIONS RELATIVE TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN CARRIED OUT BY SELLER DIRECTLY WITH
BUYER WITHOUT THE INTERVENTION OF ANY PERSON ON BEHALF OF SELLER IN SUCH MANNER
AS TO GIVE RISE TO ANY VALID CLAIM BY ANY PERSON AGAINST BUYER FOR A FINDER'S
FEE, BROKERAGE COMMISSION OR SIMILAR PAYMENT.
2.14
PURCHASED SUBSIDIARIES.
(A)
EXCEPT FOR A NOMINAL NUMBER OF SHARES OF
CAPITAL STOCK OF THE FOREIGN PURCHASED SUBSIDIARIES WHICH, WHILE BENEFICIALLY
OWNED DIRECTLY OR INDIRECTLY BY SELLER, ARE OWNED OF RECORD BY AN AFFILIATE OF
SELLER DUE TO REQUIREMENTS OF APPLICABLE LAW, (I) EACH OF THE PURCHASED
SUBSIDIARIES IS A DIRECT OR INDIRECT, WHOLLY-OWNED SUBSIDIARY OF SELLER,
(II) THE PURCHASED SHARES CONSTITUTE ALL OF THE ISSUED AND OUTSTANDING CAPITAL
STOCK OF EACH PURCHASED SUBSIDIARY, AND (III) THERE ARE NO OUTSTANDING OPTIONS,
WARRANTS, RIGHTS OR AGREEMENTS FOR THE PURCHASE OR ACQUISITION FROM THE
PURCHASED SUBSIDIARIES OF ANY SHARES OF THEIR CAPITAL STOCK.
13
(B)
EACH PURCHASED SUBSIDIARY IS AN ENTITY DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING (TO THE EXTENT THE LAWS OF SUCH
JURISDICTION CONTEMPLATE THE CONCEPT OF "GOOD STANDING") UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION, AND HAS THE POWER AND AUTHORITY TO CONDUCT ITS
PORTION OF THE BUSINESS AS IT IS PRESENTLY BEING CONDUCTED, EXCEPT FOR SUCH
FAILURES AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE
EFFECT.
(C)
EACH PURCHASED SUBSIDIARY IS DULY QUALIFIED
OR LICENSED TO DO BUSINESS AND IN GOOD STANDING (TO THE EXTENT THE LAWS OF SUCH
JURISDICTION(S) CONTEMPLATE THE CONCEPT OF "GOOD STANDING") IN EACH OF THE
JURISDICTIONS IN WHICH SUCH QUALIFICATION IS REQUIRED, EXCEPT FOR SUCH FAILURE
AS WOULD NOT INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(D)
SELLER HAS DELIVERED TO BUYER COMPLETE AND
CORRECT COPIES OF THE CERTIFICATE OF INCORPORATION AND BYLAWS OR OTHER
ORGANIZATIONAL DOCUMENTS, IN EACH CASE, AS AMENDED AND IN EFFECT AS OF THE DATE
HEREOF, OF EACH PURCHASED SUBSIDIARY.
2.15
PURCHASED ASSETS.
(A)
TO SELLER'S KNOWLEDGE, THE PURCHASED ASSETS
REPRESENT ALL OF THE ASSETS CURRENTLY USED PREDOMINANTLY IN THE CONDUCT OF THE
BUSINESS EXCEPT FOR SUCH ASSETS THAT ARE NOT MATERIAL.
(B)
TO SELLER'S KNOWLEDGE, OTHER THAN
COMMERCIALLY AVAILABLE SOFTWARE USED TO SUPPORT THE BUSINESS, GENERAL CORPORATE,
SUPPORT AND SHARED SERVICES PROVIDED BY SELLER (INCLUDING WITHOUT LIMITATION
SERVICES RELATED TO ACCOUNTING, FINANCE, LEGAL AND INFORMATION TECHNOLOGY),
CREDIT SUPPORT AND SIMILAR ARRANGEMENTS PROVIDED BY SELLER, THE PURCHASED ASSETS
AND THE ASSETS PRESENTLY OWNED, LEASED, OR LICENSED BY THE PURCHASED
SUBSIDIARIES IN THE AGGREGATE ARE SUFFICIENT FOR THE CONDUCT OF THE BUSINESS AS
PRESENTLY CONDUCTED, CONSISTENT WITH PAST PRACTICE, EXCEPT FOR SUCH ASSETS,
WHICH THE FAILURE TO OWN, LEASE OR LICENSE WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(C)
TO SELLER'S KNOWLEDGE, SELLER HAS GOOD
TITLE TO, A VALID LEASEHOLD INTEREST IN, OR VALID RIGHTS TO USE, ALL THE
PURCHASED ASSETS FREE AND CLEAR OF ALL ENCUMBRANCES OTHER THAN PERMITTED