(G)
LITIGATION.
THERE ARE NO ACTIONS PENDING OR, TO THE KNOWLEDGE OF
IAPL, THREATENED AGAINST OR AFFECTING IAPL WHICH ADVERSELY AFFECTS OR CHALLENGES
THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE TRANSACTION DOCUMENTS
REQUIRED TO BE EXECUTED BY IT IN CONNECTION WITH THIS AGREEMENT OR THE SHARES
SUCH AS WOULD RESULT IN A MATERIAL ADVERSE EFFECT.
(H)
COMPLIANCE.
IAPL (I) IS NOT IN VIOLATION OF ANY ORDER OF ANY
COURT, ARBITRATOR OR GOVERNMENTAL BODY OF THE REPUBLIC OF SINGAPORE, EXCEPT AS
WOULD NOT HAVE A MATERIAL ADVERSE EFFECT, OR (II) IS NOT IN VIOLATION OF ANY
STATUTE, RULE OR REGULATION OF ANY GOVERNMENTAL OR REGULATORY AUTHORITY OF THE
REPUBLIC OF SINGAPORE APPLICABLE TO ITS BUSINESS OR ASSETS, EXCEPT AS WOULD NOT
HAVE A MATERIAL ADVERSE EFFECT.
(I)
REGULATORY REQUIREMENTS.
IAPL IS SEEKING ALL MATERIAL
AUTHORIZATIONS, CONSENTS, APPROVALS, FRANCHISES, LICENSES AND PERMITS REQUIRED
UNDER APPLICABLE LAW OR REGULATION FOR THE OPERATION OF ITS BUSINESS AS
CONTEMPLATED BY THE COMPANY AND IAPL IN THE LICENSE AGREEMENT (THE "IAPL
MATERIAL PERMITS").
(J)
CERTAIN FEES.
NO BROKERAGE OR FINDER'S FEES OR COMMISSIONS ARE
OR WILL BE PAYABLE BY IAPL TO ANY BROKER, FINANCIAL ADVISOR OR CONSULTANT,
FINDER, PLACEMENT AGENT, INVESTMENT BANKER, BANK OR OTHER PERSON WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EXCEPT AS SET FORTH IN SECTION
4.1(B), THE PURCHASERS SHALL HAVE NO OBLIGATION WITH RESPECT TO ANY FEES OR WITH
RESPECT TO ANY CLAIMS MADE BY OR ON BEHALF OF OTHER PERSONS FOR FEES OF A TYPE
CONTEMPLATED IN THIS SECTION THAT MAY BE DUE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
20
(K)
PROSPECTUS REQUIREMENTS.
ASSUMING THE ACCURACY AND COMPLIANCE OF
THE PURCHASERS' REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS SET FORTH IN
SECTIONS 3.3 AND 5.3, THE ISSUANCE AND ALLOTMENT OF THE SHARES BY IAPL AS
CONTEMPLATED HEREBY ARE NOT SUBJECT TO A PROSPECTUS REGISTRATION REQUIREMENT
UNDER THE SECURITIES AND FUTURES ACT.
The Purchasers each acknowledge and agree that IAPL does not make or has not
made any representations or warranties with respect to the transactions
contemplated hereby other than those set forth in this Agreement and in the
other Transaction Documents required to be executed by IAPL in connection with
this Agreement .
3.3
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
EACH PURCHASER
HEREBY, FOR ITSELF AND FOR NO OTHER PURCHASER, REPRESENTS AND WARRANTS AS OF THE
DATE HEREOF, AS OF THE CLOSING DATE AND AS OF THE DATE OF EXERCISE OF THE CALL,
THE EXERCISE OF THE PUT, OR THE OCCURRENCE OF THE AUTOMATIC EXCHANGE DATE, AS
THE CASE MAY BE, TO THE COMPANY AND IAPL AS FOLLOWS:
(A)
ORGANIZATION; AUTHORITY.
SUCH PURCHASER (IF OTHER THAN A NATURAL
PERSON) IS AN ENTITY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER
THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION WITH FULL RIGHT, CORPORATE,
PARTNERSHIP OR LIMITED LIABILITY COMPANY POWER AND AUTHORITY TO ENTER INTO AND
TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND
OTHERWISE TO CARRY OUT ITS OBLIGATIONS THEREUNDER. THE EXECUTION AND DELIVERY