IN
IMMEDIATELY AVAILABLE FUNDS (THE "INITIAL DEPOSIT"), BY WIRE TRANSFER OR
CERTIFIED BANK CHECK, TO BE HELD IN ESCROW BY PURCHASER'S COUNSEL ("ESCROW
AGENT") PURSUANT TO THE ESCROW AGREEMENT ANNEXED HERETO AS EXHIBIT A (THE
"ESCROW AGREEMENT).
ESCROW AGENT SHALL PROVIDE PURCHASER WITH WIRE TRANSFER
INSTRUCTIONS ON OR BEFORE THE EXECUTION DATE;
2.3.
PAY-OVER OBLIGATION AND RESOLUTION.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, AFTER THE CLOSING, IF PURCHASER OR SELLER RECEIVES OR OTHERWISE
HOLDS FUNDS THAT THE OTHER PARTY IS SO ENTITLED TO, SUCH PARTY SHALL HOLD THE
FUNDS IN TRUST FOR THE OTHER PARTY AND SHALL REMIT SUCH AMOUNTS TO THE OTHER
PARTY WITHIN TEN (10) DAYS OF RECEIPT THEREOF.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to Seller as follows:
3.1.
AUTHORIZATION AND ENFORCEABILITY. PURCHASER IS DULY ORGANIZED AND
VALIDLY EXISTING UNDER THE LAWS OF, IN THE CASE OF (X) MTC, THE STATE OF
DELAWARE AND (Y) EACH PURCHASER DESIGNEE, SUCH JURISDICTION SPECIFIED THEREFOR
ON SCHEDULE 1.5 HERETO, AND IS LEGALLY QUALIFIED TO DO BUSINESS IN SUCH
JURISDICTIONS COMPRISING THE TERRITORY AND AS ARE OTHERWISE NECESSARY TO CONDUCT
ITS BUSINESS, AND HAS ALL REQUISITE POWER AND AUTHORITY (CORPORATE OR OTHERWISE)
TO OWN, LEASE AND OPERATE ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW
CONDUCTED AND AS TO BE CONDUCTED IMMEDIATELY AFTER GIVING EFFECT TO THE CLOSING
DATE HEREUNDER. PURCHASER HAS TAKEN ALL ACTION NECESSARY TO AUTHORIZE THE
EXECUTION, DELIVERY AND PERFORMANCE BY IT OF THIS AGREEMENT AND ALL OTHER
AGREEMENTS AND INSTRUMENTS REASONABLY NECESSARY TO COMPLETE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (THE "PURCHASER DOCUMENTS") AND HAS FULL POWER
AND AUTHORITY TO ENTER INTO THE PURCHASER DOCUMENTS AND CARRY OUT THE TERMS
THEREOF ON THE EFFECTIVE DATE AND UP TO AND THROUGH THE CLOSING DATE.
PURCHASER
HAS DULY EXECUTED AND DELIVERED THIS AGREEMENT AND WILL ON THE CLOSING DATE SO
EXECUTE AND DELIVER THE APPLICABLE PURCHASER'S DOCUMENTS.
THE PURCHASER'S
DOCUMENTS AS DELIVERED AT THE CLOSING DATE WILL BE VALID AND BINDING OBLIGATIONS
OF PURCHASER ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, SUBJECT TO APPLICABLE
BANKRUPTCY, INSOLVENCY, MORATORIUM OR SIMILAR LAWS AND EQUITABLE PRINCIPLES
AFFECTING CREDITORS' RIGHTS GENERALLY.
3.2.
COMPLIANCE. THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE PURCHASER'S DOCUMENTS BY PURCHASER, THE COMPLIANCE BY
PURCHASER WITH THE PROVISIONS OF THIS AGREEMENT AND THE PURCHASER'S DOCUMENTS
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL NOT
CONFLICT WITH OR RESULT IN THE BREACH OF ANY OF THE TERMS OR PROVISIONS OF OR
CONSTITUTE A DEFAULT UNDER:
(A)
THE ARTICLES OF ORGANIZATION OR BYLAWS OF PURCHASER;
(B)
ANY NOTE, INDENTURE, MORTGAGE OR DEED OF TRUST OR LOAN AGREEMENT
TO WHICH PURCHASER IS A PARTY OR BY WHICH PURCHASER IS BOUND; OR
(C)
ANY MATERIAL LEGAL REQUIREMENT OF ANY FEDERAL, STATE, LOCAL OR
FOREIGN COURT OR REGULATORY AUTHORITY OR ADMINISTRATIVE OR ARBITRATIVE BODY,
AGENCY OR TRIBUNAL, OR ANY OTHER GOVERNMENTAL BODY WHATSOEVER ("LEGAL
AUTHORITY") APPLICABLE TO PURCHASER.
3.3.
CONSENTS; REGULATORY APPROVALS.
EXCEPT AS SPECIFICALLY IDENTIFIED
ON SCHEDULE 3.3 (EACH, AN "OUTSTANDING PURCHASER APPROVAL"),