IS THREATENED AGAINST THE COMPANY, IN EACH
CASE WHERE SUCH ENVIRONMENTAL CLAIM IS REASONABLY LIKELY TO BE ADVERSELY
DETERMINED AGAINST THE COMPANY, AND WHICH, IF SO DETERMINED, WOULD HAVE OR IS
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
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ARTICLE IV
WARRANTIES
OF THE PURCHASER AND THE GUARANTOR
The Purchaser and the Guarantor each hereby warrant to the Seller that each of
the statements made in this ARTICLE IV is true and correct as of the date hereof
and the Closing Date:
4.1
ORGANIZATION; LEGAL CAPACITY AND ENFORCEABILITY.
(A)
EACH OF THE PURCHASER AND THE GUARANTOR IS
DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF ITS JURISDICTION OF
INCORPORATION AND HAS THE CORPORATE CAPACITY AND AUTHORITY AND FULL LEGAL RIGHT
TO ENTER INTO THIS AGREEMENT, TO PERFORM ITS OBLIGATIONS HEREUNDER AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
(B)
THE ENTERING INTO OF THIS AGREEMENT AND THE
PERFORMANCE OF EACH OF THE PURCHASER'S AND THE GUARANTOR'S OBLIGATIONS HEREUNDER
HAVE BEEN AUTHORIZED BY ALL NECESSARY ACTIONS (CORPORATE OR OTHER) AND
PROCEEDINGS ON THE PART OF THE PURCHASER AND THE GUARANTOR, AS APPLICABLE.
THIS
AGREEMENT HAS BEEN DULY SIGNED BY THE PURCHASER AND THE GUARANTOR AND
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF EACH OF THE PURCHASER AND
THE GUARANTOR, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS.
4.2
NO CONFLICT OR VIOLATION.
NEITHER THE ENTERING INTO OF THIS
AGREEMENT, NOR THE PERFORMANCE BY THE PURCHASER OR THE GUARANTOR OF ITS
RESPECTIVE OBLIGATIONS HEREUNDER, NOR THE CONSUMMATION OF THE TRANSACTIONS
PROVIDED FOR HEREBY DOES OR WILL:
(A)
CONFLICT WITH OR VIOLATE ANY PROVISION OF
THE ORGANIZATIONAL DOCUMENTS OF EITHER OF THE PURCHASER OR THE GUARANTOR; OR
(B)
CONSTITUTE A VIOLATION BY EITHER THE
PURCHASER OR THE GUARANTOR OF ANY LAWS OR JUDGMENTS.
4.3
GOVERNMENTAL AUTHORIZATIONS.
NO GOVERNMENTAL AUTHORIZATION IS
REQUIRED TO BE MADE OR OBTAINED BY THE PURCHASER OR THE GUARANTOR IN CONNECTION
WITH:
(A) THE ENTERING INTO OF THIS AGREEMENT BY EACH OF THE PURCHASER AND THE
GUARANTOR (B) THE PERFORMANCE BY EACH OF THE PURCHASER AND THE GUARANTOR OF ITS
OBLIGATIONS HEREUNDER OR (C) THE CONSUMMATION OF ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
4.4
AVAILABILITY OF FUNDS.
SUFFICIENT FUNDS WILL BE AVAILABLE TO
THE PURCHASER ON THE CLOSING DATE TO SATISFY THE CLOSING PURCHASE PRICE.
4.5
REQUIRED SHAREHOLDER APPROVAL. THE REQUIRED SHAREHOLDER
APPROVAL HAS BEEN OBTAINED.
ARTICLE V
MUTUAL WARRANTIES
WITHOUT LIMITATION TO THE REPRESENTATIONS AND WARRANTIES SET OUT IN ARTICLE III
AND ARTICLE IV ABOVE, EACH PARTY HEREBY REPRESENTS AND WARRANTS TO EACH OTHER
PARTY WITH EFFECT AS OF BOTH THE DATE HEREOF AND THE CLOSING DATE THAT NEITHER
THAT PARTY NOR ITS AFFILIATES HAVE MADE, OFFERED, OR AUTHORIZED AND WILL NOT
MAKE, OFFER OR AUTHORIZE ANY PROHIBITED PAYMENT IN CONNECTION WITH THE MATTERS
WHICH ARE THE SUBJECT TO THIS AGREEMENT, WHERE SUCH PAYMENT, GIFT OR PROMISE
WOULD VIOLATE:
5.1
THE LAWS APPLICABLE TO SUCH PARTY;
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5.2
THE LAWS OF THE COUNTRY OF FORMATION OF THE PARTY OR SUCH
PARTY'S ULTIMATE PARENT