OR GUARANTOR PURSUANT TO THE TRANSACTION DOCUMENTS DO NOT REQUIRE ANY
PERMITS.
SECTION 4.5
THIRD-PARTY APPROVALS. OTHER THAN THE APPROVALS TO BE
OBTAINED AS SET FORTH IN SECTION 6.1, THE EXECUTION, DELIVERY AND PERFORMANCE BY
EACH OF PURCHASER AND GUARANTOR OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A
PARTY AND EACH OTHER DOCUMENT, AGREEMENT OR INSTRUMENT TO BE EXECUTED AND
DELIVERED BY PURCHASER OR GUARANTOR PURSUANT TO THE TRANSACTION DOCUMENTS, AND
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, DO NOT REQUIRE ANY CONSENTS,
WAIVERS, AUTHORIZATIONS OR APPROVALS OF, OR FILINGS WITH, ANY THIRD PERSONS
WHICH HAVE NOT BEEN OBTAINED OR EFFECTED BY PURCHASER OR GUARANTOR.
SECTION 4.6
FINANCIAL CAPABILITY.
AS OF THE DATE HEREOF AND ON THE
CLOSING DATE, PURCHASER HAS AND WILL HAVE SUFFICIENT FUNDS TO PAY THE GROSS
PURCHASE PRICE AND TO PERFORM AND DISCHARGE ALL OF ITS OTHER OBLIGATIONS
HEREUNDER, ON THE TERMS AND CONDITIONS PROVIDED IN OR CONTEMPLATED BY THIS
AGREEMENT.
SECTION 4.7
SECURITIES ACT.
PURCHASER IS ACQUIRING THE EQUITY
INTERESTS SOLELY FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO, OR FOR
SALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF.
PURCHASER ACKNOWLEDGES THAT
THE EQUITY INTERESTS ARE NOT REGISTERED UNDER THE SECURITIES ACT, ANY APPLICABLE
STATE SECURITIES LAWS OR ANY APPLICABLE FOREIGN SECURITIES LAWS, AND THAT SUCH
EQUITY INTERESTS MAY NOT BE TRANSFERRED OR SOLD EXCEPT PURSUANT TO THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT OR APPLICABLE FOREIGN SECURITIES
LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM AND PURSUANT TO APPLICABLE
STATE SECURITIES LAWS.
PURCHASER (EITHER ALONE OR TOGETHER WITH ITS ADVISORS)
HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS SO AS
TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT IN THE EQUITY
INTERESTS AND IS CAPABLE OF BEARING THE ECONOMIC RISKS OF SUCH INVESTMENT.
37
SECTION 4.8
INVESTIGATION BY PURCHASER;
SELLER'S LIABILITY.
PURCHASER HAS CONDUCTED ITS OWN INDEPENDENT INVESTIGATION,
VERIFICATION, REVIEW AND ANALYSIS OF THE OPERATIONS, ASSETS, LIABILITIES,
RESULTS OF OPERATIONS, FINANCIAL CONDITION, TECHNOLOGY AND THE PROBABLE SUCCESS
OR PROFITABILITY OF THE OWNERSHIP, USE OR OPERATION OF THE BUSINESS, THE
CONVEYED ENTITIES AND THE PURCHASED ASSETS BY PURCHASER AFTER THE CLOSING, WHICH
INVESTIGATION, REVIEW AND ANALYSIS WAS CONDUCTED BY PURCHASER AND, TO THE EXTENT
PURCHASER DEEMED APPROPRIATE, BY ITS AFFILIATES AND BIDDER REPRESENTATIVES.
PURCHASER HAS SELECTED AND BEEN REPRESENTED BY, AND/OR CONSULTED WITH, SUCH
EXPERT ADVISORS AS IT HAS DEEMED APPROPRIATE IN CONNECTION WITH THE NEGOTIATION
OF THIS AGREEMENT AND ITS DETERMINATION TO ENTER INTO AND CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY.
PURCHASER ACKNOWLEDGES THAT IT, ITS
AFFILIATES AND THE BIDDER REPRESENTATIVES HAVE BEEN PROVIDED ADEQUATE ACCESS TO
THE PERSONNEL, PROPERTIES, PREMISES AND RECORDS OF THE BUSINESS, THE CONVEYED
ENTITIES AND THE PURCHASED ASSETS FOR SUCH PURPOSE.
IN ENTERING INTO THIS
AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT HAS RELIED SOLELY UPON THE
AFOREMENTIONED INVESTIGATION, REVIEW AND ANALYSIS AND NOT ON ANY FACTUAL
REPRESENTATIONS OR OPINIONS OF SELLER OR THE SELLER ENTITIES AND CONVEYED
ENTITIES OR ANY OF SELLER'S OR ITS AFFILIATES' REPRESENTATIVES (EXCEPT THE
SPECIFIC REPRESENTATIONS AND WARRANTIES