THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT.
(E)
OWNERSHIP OF SHARES.
SELLER IS THE LEGAL AND BENEFICIAL OWNER OF
THE SHARES AND, TO ITS KNOWLEDGE, WILL TRANSFER TO BUYER ON THE CLOSING DATE
GOOD TITLE TO THE SHARES FREE AND CLEAR OF ANY LIENS, CLAIMS, SECURITY
INTERESTS, OPTIONS, CHARGES OR ANY OTHER ENCUMBRANCE WHATSOEVER, EXCEPT AS
OTHERWISE AGREED TO IN WRITING TO BUYER.
BUYER ACKNOWLEDGES THAT THE SHARES MAY
BE TRANSFERRED WITHOUT THE RIGHT TO VOTE THEM AT THE MEETING OF STOCKHOLDERS TO
APPROVE THE ACQUISITION.
(F)
NUMBER OF SHARES.
THE SHARES BEING TRANSFERRED PURSUANT TO THIS
AGREEMENT REPRESENT ALL THE COMMON STOCK OWNED BY SELLER AS OF THE DATE HEREOF.
(G)
AGGREGATE PURCHASE PRICE NEGOTIATED.
SELLER REPRESENTS THAT BOTH
THE AMOUNT OF SECURITIES AND THE AGGREGATE PURCHASE PRICE WERE NEGOTIATED
FIGURES BY THE PARTIES AND THAT THE TERMS AND CONDITIONS BY THE PARTIES OF THIS
AGREEMENT MAY DIFFER FROM ARRANGEMENTS ENTERED INTO WITH OTHER HOLDERS OF
BUYER'S COMMON STOCK.
5.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER.
BUYER MAKES
THE FOLLOWING REPRESENTATIONS, WARRANTIES AND COVENANTS TO AND FOR THE BENEFIT
OF SELLER ON THE DATE HEREOF AND ON THE CLOSING.
(A)
SOPHISTICATED BUYER.
BUYER IS SOPHISTICATED IN FINANCIAL MATTERS
AND IS ABLE TO EVALUATE THE RISKS AND BENEFITS ATTENDANT TO THE PURCHASE OF
SHARES FROM SELLER.
3
(B)
INDEPENDENT INVESTIGATION.
BUYER, IN MAKING THE DECISION TO
PURCHASE THE SHARES FROM SELLER, HAS NOT RELIED UPON ANY ORAL OR WRITTEN
REPRESENTATIONS OR ASSURANCES FROM SELLER OR ANY OF ITS OFFICERS, DIRECTORS,
PARTNERS OR EMPLOYEES OR ANY OTHER REPRESENTATIVES OR AGENTS OF SELLER, EXCEPT
AS ARE CONTAINED IN THIS AGREEMENT.
(C)
AUTHORITY.
THIS AGREEMENT HAS BEEN VALIDLY AUTHORIZED, EXECUTED
AND DELIVERED BY BUYER AND ASSUMING THE DUE AUTHORIZATION, EXECUTION AND
DELIVERY THEREOF BY SELLER, IS A VALID AND BINDING AGREEMENT OF BUYER
ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH ITS TERMS, SUBJECT TO THE GENERAL
PRINCIPLES OF EQUITY AND TO BANKRUPTCY OR OTHER LAWS AFFECTING THE ENFORCEMENT
OF CREDITORS' RIGHTS GENERALLY.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT BY BUYER DOES NOT AND WILL NOT CONFLICT WITH, VIOLATE OR CAUSE A
BREACH OF, CONSTITUTE A DEFAULT UNDER, OR RESULT IN A VIOLATION OF (I) ANY
AGREEMENT, CONTRACT OR INSTRUMENT TO WHICH BUYER IS A PARTY WHICH WOULD PREVENT
BUYER FROM PERFORMING ITS OBLIGATIONS HEREUNDER OR (II) ANY LAW, STATUTE,
RULE OR REGULATION TO WHICH BUYER IS SUBJECT.
(D)
NO LEGAL ADVICE FROM SELLER.
BUYER ACKNOWLEDGES THAT IT HAS HAD
THE OPPORTUNITY TO REVIEW THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT WITH BUYER'S OWN LEGAL COUNSEL AND INVESTMENT AND TAX ADVISORS.
BUYER IS RELYING SOLELY ON SUCH COUNSEL AND ADVISORS AND NOT ON ANY STATEMENTS
OR REPRESENTATIONS OF SELLER OR ANY OF ITS REPRESENTATIVES OR AGENTS FOR LEGAL,
TAX OR INVESTMENT ADVICE WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(E)
ORGANIZATION.
BUYER HAS BEEN DULY ORGANIZED AND IS VALIDLY
EXISTING UNDER THE LAWS OF ITS JURISDICTION OF ORGANIZATION, WITH ALL REQUISITE
POWER AND AUTHORITY TO ENTER