incorporated into
any other section, subsection, paragraph and clause hereof where it is
reasonably apparent that such disclosure, without reference to extrinsic
documentation, is relevant to such other section, subsection, paragraph or
clause, Buyer hereby represents and warrants to Seller as follows:
4.1
ORGANIZATION AND QUALIFICATION.
BUYER IS A
LIMITED LIABILITY COMPANY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF CALIFORNIA.
BUYER HAS ALL NECESSARY CORPORATE POWERS TO OWN
ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS CURRENTLY OWNED AND OPERATED, AND
IS DULY QUALIFIED TO TRANSACT BUSINESS AND IS IN GOOD STANDING IN ALL
JURISDICTIONS IN WHICH THE NATURE OF ITS BUSINESS OR OF ITS PROPERTIES MAKES
SUCH QUALIFICATION NECESSARY.
4.2
ACCESS TO DATA.
THE BUYER HAS HAD AN
OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, THE OFFICERS OF THE
SELLER CONCERNING THE AGREEMENT, THE EXHIBITS AND SCHEDULES ATTACHED HERETO AND
THERETO AND THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT, AS WELL AS THE
BUSINESS, MANAGEMENT AND FINANCIAL AFFAIRS OF GPAA AND LDMA, WHICH QUESTIONS
WERE ANSWERED TO ITS SATISFACTION.
THE BUYER BELIEVES THAT IT HAS RECEIVED ALL
THE INFORMATION SUCH BUYER CONSIDERS NECESSARY OR APPROPRIATE FOR DECIDING
WHETHER TO PURCHASE THE SECURITIES.
BUYER UNDERSTANDS THAT SUCH DISCUSSIONS, AS
WELL AS ANY INFORMATION ISSUED BY THE SELLER, WERE INTENDED TO DESCRIBE CERTAIN
ASPECTS OF THE BUSINESS AND PROSPECTS OF GPAA AND LDMA, BUT WERE NOT NECESSARILY
A THOROUGH OR EXHAUSTIVE DESCRIPTION.
BUYER ACKNOWLEDGES THAT ANY BUSINESS
PLANS PREPARED BY THE SELLER HAVE BEEN, AND CONTINUE TO BE, SUBJECT TO CHANGE
AND THAT ANY PROJECTIONS INCLUDED IN SUCH BUSINESS PLANS OR OTHERWISE ARE
NECESSARILY SPECULATIVE IN NATURE, AND IT CAN BE EXPECTED THAT SOME OR ALL OF
THE ASSUMPTIONS UNDERLYING THE PROJECTIONS WILL NOT MATERIALIZE OR WILL VARY
SIGNIFICANTLY FROM ACTUAL RESULTS.
THE BUYER ALSO ACKNOWLEDGES THAT IT IS
RELYING SOLELY ON ITS OWN COUNSEL AND NOT ON ANY STATEMENTS OR REPRESENTATIONS
OF THE SELLER OR ITS AGENTS FOR LEGAL ADVICE WITH RESPECT TO THIS INVESTMENT OR
THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT.
4.3
TAX ADVISORS.
THE BUYER HAS REVIEWED WITH
ITS OWN TAX ADVISORS THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES
OF THIS INVESTMENT AND THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT.
WITH
RESPECT TO SUCH MATTERS, SUCH BUYER RELIES SOLELY ON SUCH ADVISORS AND NOT ON
ANY STATEMENTS OR REPRESENTATIONS OF THE SELLER OR ANY OF ITS AGENTS, WRITTEN OR
ORAL.
THE BUYER UNDERSTANDS THAT IT (AND NOT THE SELLER) SHALL BE RESPONSIBLE
FOR ITS OWN TAX LIABILITY THAT MAY ARISE AS A RESULT OF THIS INVESTMENT OR THE
TRANSACTIONS CONTEMPLATED BY THE AGREEMENT.
21
4.4
AUTHORITY.
BUYER HAS ALL REQUISITE
CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND THE COLLATERAL
AGREEMENTS, AND, SUBJECT TO SATISFACTION OF THE CONDITIONS SET FORTH HEREIN, TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE COLLATERAL AGREEMENTS, AND THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY HAVE BEEN DULY AUTHORIZED BY
ALL NECESSARY