OR ACTION OF, OR REQUIRE THE ACQUIRER OR ANY SHAREHOLDER
TO MAKE ANY FILING WITH ANY GOVERNMENTAL OR REGULATORY AUTHORITY OR UNDER ANY
STATUTE, JUDGMENT, DECREE, ORDER, RULE OR GOVERNMENTAL REGULATION APPLICABLE TO
THE ACQUIRER OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE PROPERTIES OR
ASSETS, EXCEPT, IN THE CASE OF CLAUSES (A)(II) AND (B) FOR ANY OF THE FOREGOING
THAT WOULD REASONABLY BE EXPECTED NOT TO, INDIVIDUALLY OR IN THE AGGREGATE, HAVE
A MATERIAL ADVERSE EFFECT ON THE ACQUIRER AND ITS SUBSIDIARIES, TAKEN AS A
WHOLE, OR THAT WOULD NOT RESULT IN THE CREATION OF ANY MATERIAL LIEN, CHARGE OR
ENCUMBRANCE UPON ANY ASSETS OF THE ACQUIRER OR ANY OF ITS SUBSIDIARIES OR THAT
WOULD NOT PREVENT, MATERIALLY DELAY OR MATERIALLY BURDEN THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
SECTION 3.4
GOVERNMENTAL CONSENTS.
NO
CONSENT, APPROVAL, ORDER OR AUTHORIZATION OF, OR REGISTRATION, DECLARATION OR
FILING WITH, ANY GOVERNMENTAL OR REGULATORY AUTHORITY IS REQUIRED BY OR WITH
RESPECT TO THE ACQUIRER IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND ALL ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY BY THE ACQUIRER OR
THE CONSUMMATION BY THE ACQUIRER OF THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT
FOR SUCH CONSENTS, APPROVALS, ORDERS, AUTHORIZATIONS, REGISTRATIONS,
DECLARATIONS, QUALIFICATIONS OR FILINGS AS MAY BE REQUIRED UNDER FEDERAL OR
STATE SECURITIES LAWS IN CONNECTION WITH THE TRANSACTIONS SET FORTH HEREIN OR
WHICH THE FAILURE TO OBTAIN WOULD NOT PREVENT, MATERIALLY DELAY OR MATERIALLY
BURDEN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SECTION 3.5
SOFTWARE.
THE ACQUIRER POSSESSES
VALID LICENSES FROM MICROSOFT CORPORATION AND/OR ITS AFFILIATES THAT WILL ENABLE
THE ACQUIRER, UPON THE CLOSING, TO ACCEPT THE ASSIGNMENT OF THE MICROSOFT
SOFTWARE THAT IS INCLUDED IN THE PURCHASED ASSETS.
28
SECTION 3.6
BROKERS OR FINDERS.
NO PERSON IS
ENTITLED TO RECEIVE FROM THE ACQUIRER ANY FINDER'S FEE, BROKERAGE OR OTHER
COMMISSION IN CONNECTION WITH THIS AGREEMENT OR THE ACQUISITION.
SECTION 3.7
PURCHASE PRICE.
THE ACQUIRER HAS
AND WILL HAVE SUFFICIENT CASH AVAILABLE, LINES OF CREDIT OR OTHER SOURCES OF
IMMEDIATELY AVAILABLE FUNDS FROM CREDITWORTHY FINANCIAL INSTITUTIONS TO REMIT
THE PURCHASE PRICE, THE SUBSEQUENT PAYMENTS, THE EARN-OUT PAYMENT AND ANY
PAYMENT WITH RESPECT TO THE TANGIBLE NET WORTH, AS APPLICABLE, AND ALL FEES AND
EXPENSES INCURRED BY THE ACQUIRER IN CONNECTION HEREWITH, AND TOGETHER WITH
OPERATING INCOME OF THE BUSINESS TO PERMIT THE ACQUIRER TO TIMELY PAY OR
PERFORM, AFTER THE CLOSING DATE, ALL OF ITS LIABILITIES.
SECTION 3.8
INVESTIGATION.
THE ACQUIRER
FURTHER ACKNOWLEDGE AND AGREE THAT (I) THE ONLY REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS MADE BY SELLERS ARE THE REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS MADE IN THIS AGREEMENT AND THE OTHER ANCILLARY
AGREEMENTS AND THE ACQUIRER HAS NOT RELIED UPON ANY OTHER REPRESENTATIONS MADE
OR SUPPLIED BY OR ON BEHALF OF SELLERS OR BY ANY AFFILIATE OR REPRESENTATIVE OF
SELLERS, AND (II) ANY CLAIMS THE ACQUIRER MAY HAVE FOR BREACH OF REPRESENTATION
OR WARRANTY SHALL BE BASED SOLELY ON THE REPRESENTATIONS AND WARRANTIES OF THE
SELLERS SET FORTH IN ARTICLE II HEREOF (AS MODIFIED BY THE DISCLOSURE