TAKEN AS A WHOLE, DO NOT CONTAIN AND WILL NOT CONTAIN, AS OF THEIR RESPECTIVE
DATES AND AS OF THE CLOSING DATE, ANY MISSTATEMENTS OF MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED
HEREIN OR THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING.
10
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each Purchaser severally represents and warrants (except, with respect to the
first sentence of (f) below, as to which Lloyd I. Miller, III and Trust A-4 -
Lloyd I. Miller, make no representation or warranty) to the Company that:
(A)
IT IS A "LARGE INSTITUTIONAL ACCREDITED
INVESTOR" AS SUCH TERM IS USED IN THE SEC STAFF'S NO-ACTION LETTER DATED
FEBRUARY 28, 1992 TO SQUADRON, ELLENOFF, PLEASANT & LEHRER, OR, IF A PURCHASER
IS NOT AN INSTITUTION, IT BENEFICIALLY OWNS AND INVESTS ON A DISCRETIONARY BASIS
AT LEAST $100,000,000 IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED WITH SUCH
PURCHASER, AND WAS NOT ORGANIZED FOR THE SPECIFIC PURPOSE OF ACQUIRING THE
NOTES;
(B)
IT HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE
IN INVESTING IN COMPANIES SIMILAR TO THE COMPANY IN TERMS OF THE COMPANY'S STAGE
OF DEVELOPMENT SO AS TO BE ABLE TO EVALUATE THE RISKS AND MERITS OF ITS
INVESTMENT IN THE COMPANY AND IT IS ABLE FINANCIALLY TO BEAR THE RISKS THEREOF;
(C)
IT HAS HAD AN OPPORTUNITY TO DISCUSS THE
COMPANY'S BUSINESS, MANAGEMENT AND FINANCIAL AFFAIRS WITH THE COMPANY'S
MANAGEMENT;
(D)
THE NOTES BEING PURCHASED BY IT ARE BEING
ACQUIRED FOR ITS OWN ACCOUNT FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW
TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF;
(E)
IT UNDERSTANDS THAT (I) THE NOTES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT, BY REASON OF THEIR ISSUANCE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
PURSUANT TO SECTION 4(2) THEREOF OR RULE 505 OR 506 PROMULGATED UNDER THE
SECURITIES ACT, (II) THE NOTES MUST BE HELD INDEFINITELY UNLESS A SUBSEQUENT
DISPOSITION THEREOF IS REGISTERED UNDER THE SECURITIES ACT OR IS EXEMPT FROM
SUCH REGISTRATION, (III) THE NOTES WILL BEAR A LEGEND TO SUCH EFFECT AND
(IV) THE COMPANY WILL MAKE A NOTATION ON ITS TRANSFER BOOKS TO SUCH EFFECT;
(F)
IN THE CASE OF SACC PARTNERS, L.P., ALL
LIMITED PARTNERSHIP ACTION ON THE PART OF SUCH PURCHASER AND ITS PARTNERS
NECESSARY FOR THE PERFORMANCE OF SUCH PURCHASER'S OBLIGATIONS UNDER THIS
AGREEMENT AND THE SECURITY AND PLEDGE AGREEMENTS, AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, WILL BE TAKEN PRIOR TO THE CLOSING. THIS
AGREEMENT AND THE SECURITY AND PLEDGE AGREEMENTS ARE VALID, BINDING AND
ENFORCEABLE OBLIGATIONS OF PURCHASER, SUBJECT TO APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION OR SIMILAR LAWS RELATING TO OR AFFECTING THE
ENFORCEMENT OF CREDITOR'S RIGHTS AND TO THE AVAILABILITY OF THE REMEDY OF
SPECIFIC PERFORMANCE. THE PURCHASER HAS ALL REQUISITE LEGAL AND LIMITED
PARTNERSHIP POWER TO EXECUTE AND DELIVER THIS AGREEMENT AND THE SECURITY AND
PLEDGE AGREEMENTS;
(G)
IT UNDERSTANDS THAT