AS
EXECUTED BY SELLER AND EACH SELLER'S SHAREHOLDERS;
(10)
AN OPINION OF COUNSEL TO SELLER, SUCH COUNSEL TO
BE REASONABLY ACCEPTABLE TO PURCHASER, DATED THE CLOSING DATE AND ADDRESSED TO
PURCHASER AND TRAFFIX, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
PURCHASER AND TRAFFIX, TO THE EFFECT THAT SELLER IS DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF NEW YORK, (II)
SELLER HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO MAKE, EXECUTE, DELIVER
AND PERFORM THIS AGREEMENT AND EACH OTHER DOCUMENT REQUIRED TO BE EXECUTED,
DELIVERED AND PERFORMED BY IT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY, AND TO SELL, CONVEY, ASSIGN, TRANSFER AND DELIVER THE ACQUIRED ASSETS TO
PURCHASER, AS SET FORTH HEREIN, (IV) THIS AGREEMENT, ANY OTHER DOCUMENT TO WHICH
SELLER OR SELLER'S SHAREHOLDER IS A PARTY, AND ALL ASSIGNMENTS AND OTHER
INSTRUMENTS OF CONVEYANCE, TRANSFER AND SALE, AS SPECIFIED IN SUCH OPINION,
DELIVERED BY SELLER HEREUNDER CONSTITUTE THE VALID AND BINDING OBLIGATIONS OF
SELLER AND SELLER'S SHAREHOLDER, AS THE CASE MAY BE, ENFORCEABLE AGAINST THEM IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS, (V) NEITHER THE EXECUTION AND DELIVERY
OF THIS AGREEMENT OR ANY OTHER DOCUMENT TO WHICH SELLER OR SELLER'S SHAREHOLDER
IS A PARTY, NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY, NOR COMPLIANCE WITH AND FULFILLMENT OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT OR ANY OTHER DOCUMENT TO WHICH SELLER OR SELLER'S SHAREHOLDER IS A
PARTY, BY SELLER OR SELLER'S SHAREHOLDER, SHALL CONFLICT WITH, OR RESULT IN A
BREACH OF THE TERMS, CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER
THE ARTICLES OF INCORPORATION OR BYLAWS (OR EQUIVALENT DOCUMENTS) OF SELLER OR
ANY CONTRACT SPECIFIED AS MATERIAL BY SELLER IN A SCHEDULE ATTACHED TO SUCH
OPINION TO WHICH SELLER AND/OR SELLER'S SHAREHOLDER IS SUBJECT; (VI) NO NOTICE
TO OR AUTHORIZATION OF, ANY GOVERNMENT ENTITY REQUIRED BY FEDERAL OR NEW YORK
STATE LAW TO BE OBTAINED BY SELLER OR SELLER'S SHAREHOLDER, WHICH HAS NOT BEEN
GIVEN OR OBTAINED PRIOR TO CLOSING, IS REQUIRED FOR THE
20
CONSUMMATION BY SELLER AND/OR ANY SELLER'S SHAREHOLDER, AS THE CASE MAY BE, OF
THE TRANSACTIONS CONTEMPLATED HEREBY; (VII) THE CONSUMMATION BY SELLER OR
SELLER'S SHAREHOLDER OF THE TRANSACTIONS DESCRIBED HEREIN SHALL NOT VIOLATE OR
RESULT IN A BREACH OR DEFAULT UNDER ANY FEDERAL OR NEW YORK STATE LAW APPLICABLE
TO SELLER OR SELLER'S SHAREHOLDER AND DOES NOT AND WILL NOT RESULT IN THE
CREATION OR IMPOSITION OF ANY LIEN UPON ANY OF THE ACQUIRED ASSETS; AND (VIII)
TO THE KNOWLEDGE OF SUCH COUNSEL, THERE IS NO LITIGATION OR ACTION PENDING OR
THREATENED AGAINST SELLER (OR ANY SUBSIDIARIES THEREOF) OR SELLER'S SHAREHOLDER,
AT LAW OR IN EQUITY, BEFORE OR BY ANY GOVERNMENT ENTITY OR OTHER PERSON.
IN
RENDERING SUCH OPINION, SUCH COUNSEL MAY INCLUDE CUSTOMARY QUALIFICATIONS AND
ASSUMPTIONS, MAY RELY UPON CERTIFICATES OF GOVERNMENT ENTITIES AND MAY PLACE
REASONABLE RELIANCE UPON THE REPRESENTATIONS OF OFFICERS OF SELLER;
(11)
AN ASSIGNMENT AND ASSUMPTION AGREEMENT FOR THOSE
CONTRACTS LISTED ON SCHEDULE 4.2(11) HERETO, WHICH