AMONG THE PARTIES AND THEIR RESPECTIVE
COUNSEL IN GOOD FAITH.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to the Company and Seller, on the date hereof
and again on the Closing Date, the following:
4.1
DUE INCORPORATION; GOOD STANDING; QUALIFICATION.
PURCHASER IS A
COMPANY ORGANIZED AS A KABUSHIKI KAISHA UNDER THE LAWS OF JAPAN, DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF JAPAN, WITH ALL
REQUISITE POWER AND AUTHORITY TO OWN, LEASE AND OPERATE ITS ASSETS AND TO CARRY
ON ITS BUSINESS AS CURRENTLY CONDUCTED.
PURCHASER IS DULY QUALIFIED TO DO
BUSINESS AND IN GOOD STANDING IN EACH OTHER JURISDICTION WHERE THE NATURE OF ITS
BUSINESS OR OWNERSHIP OF ITS ASSETS REQUIRES IT TO BE SO QUALIFIED, EXCEPT WHERE
FAILURE TO BE SO QUALIFIED OR IN GOOD STANDING WOULD NOT RESULT IN A MATERIAL
ADVERSE EFFECT.
4.2
DUE AUTHORIZATION; NO CONFLICT; CONSENTS.
PURCHASER HAS FULL
CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO CARRY OUT THE
TRANSACTIONS CONTEMPLATED HEREBY.
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT BY PURCHASER HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON
THE PART OF PURCHASER, INCLUDING THE APPROVAL OF PURCHASER'S BOARD OF
DIRECTORS.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY PURCHASER AND
6
CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF PURCHASER, ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.
SUBJECT TO COMPLIANCE WITH APPLICABLE REGULATORY
REQUIREMENTS, THE EXECUTION, DELIVERY AND PERFORMANCE BY PURCHASER OF THIS
AGREEMENT AND ALL OTHER INSTRUMENTS, AGREEMENTS, CERTIFICATES AND DOCUMENTS
CONTEMPLATED HEREBY:
(A) DO NOT, AND WILL NOT, VIOLATE OR CONFLICT WITH ANY
PROVISION OF THE ARTICLES OF INCORPORATION OF PURCHASER; (B) DO NOT, AND WILL
NOT, VIOLATE OR CONSTITUTE A DEFAULT UNDER ANY LAW OR ANY CONTRACT TO WHICH
PURCHASER IS A PARTY, OR BY WHICH ANY OF PURCHASER'S ASSETS ARE
BOUND; AND
(C) WILL NOT RESULT IN THE CREATION OF AN ENCUMBRANCE UPON PURCHASER'S ASSETS OR
PERMIT THE ACCELERATION OF THE MATURITY OF ANY INDEBTEDNESS SECURED BY ANY OF
PURCHASER'S ASSETS.
NO NOTICE TO, FILING WITH, AUTHORIZATION OF, EXEMPTION BY
OR CONSENT OF ANY PERSON OR ENTITY IS REQUIRED FOR PURCHASER TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT AS SHALL HAVE BEEN OBTAINED ON OR PRIOR
TO THE CLOSING DATE.
4.3
LITIGATION.
THERE IS NO PROCEEDING PENDING OR, TO PURCHASER'S
KNOWLEDGE, THREATENED AGAINST PURCHASER WHICH MAY AFFECT PURCHASER'S ABILITY TO
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE ANCILLARY AGREEMENTS TO
WHICH IT IS A PARTY.
TO PURCHASER'S KNOWLEDGE, PURCHASER IS NOT NAMED IN ANY
ORDER, JUDGMENT, DECREE, STIPULATION OR CONSENT OF OR WITH ANY GOVERNMENTAL
AUTHORITY THAT AFFECTS OR MAY AFFECT THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
ARTICLE V
COVENANTS
5.1
CERTAIN NOTIFICATIONS BY SELLER.
FROM THE DATE OF THIS AGREEMENT
UNTIL THE CLOSING, SELLER SHALL PROMPTLY NOTIFY PURCHASER IN WRITING REGARDING
ANY:
(a)
Fact, circumstance, event, or action by Seller (i) which, if known
on the date of this Agreement, would have been required to be disclosed in or
pursuant to this