SHALL BE DEEMED TO BE NULL AND VOID WHEN BUYER SO ELECTS TO CAUSE AN
UNWIND OF EQUITABLE ASSIGNMENT AS TO THE RELATED ASSET.
THE RIGHT OF BUYER TO
ELECT TO CAUSE AN UNWIND OF EQUITABLE ASSIGNMENT AS TO AN EQUITABLE ASSIGNMENT
OF THE RELATED ASSET PURSUANT TO SECTION 5.2(D)(IV) OF THE PURCHASE AGREEMENT
SHALL BE DEEMED TO HAVE TERMINATED AND BE NULL AND VOID UPON ANY EXERCISE OF THE
PURCHASE OPTION.
II.
REPRESENTATIONS AND WARRANTIES; COVENANTS
3.13
REPRESENTATIONS AND WARRANTIES OF THE BUYER.
THE BUYER REPRESENTS
AND WARRANTS THAT AS OF THE DATE HEREOF:
(A)
IT IS A CORPORATION, DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE DELAWARE WITH ALL REQUISITE POWER AND AUTHORITY TO OWN,
LEASE AND OPERATE ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW BEING
CONDUCTED;
(B)
IT IS DULY LICENSED OR QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION
AND IS IN GOOD STANDING IN ALL JURISDICTIONS IN WHICH THE PROPERTY OWNED OR
LEASED BY IT OR THE ACTIVITIES CONDUCTED BY IT REQUIRES IT TO BE SO QUALIFIED
(EXCEPT WHERE THE FAILURE TO SO QUALIFY WOULD NOT HAVE A MATERIAL ADVERSE EFFECT
ON THE ABILITY OF THE BUYER TO PERFORM ITS OBLIGATIONS HEREUNDER);
3
(C)
(I) IT HAS THE NECESSARY AND APPROPRIATE POWER AND AUTHORITY TO EXECUTE
AND DELIVER THIS AGREEMENT AND TO CARRY OUT ITS OBLIGATIONS HEREUNDER AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, (II) THE EXECUTION AND DELIVERY
BY THE BUYER OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY HAVE BEEN DULY AUTHORIZED BY THE BOARD OF DIRECTORS OF THE
BUYER, (III) NO OTHER ACTION ON THE PART OF THE BUYER OR ANY OTHER PERSON OR
ENTITY, WHETHER PURSUANT TO THE ORGANIZATIONAL DOCUMENTS OF THE BUYER OR BY LAW
OR OTHERWISE, ARE NECESSARY TO AUTHORIZE THE BUYER TO ENTER INTO THIS AGREEMENT
OR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, (IV) THIS AGREEMENT HAS
BEEN DULY EXECUTED AND DELIVERED BY THE BUYER AND (V) THIS AGREEMENT IS THE
LEGAL, VALID AND BINDING OBLIGATION OF THE BUYER, ENFORCEABLE AGAINST THE BUYER
IN ACCORDANCE WITH ITS TERMS (EXCEPT TO THE EXTENT THAT ENFORCEMENT IS AFFECTED
BY LAWS PERTAINING TO BANKRUPTCY, REORGANIZATION, INSOLVENCY AND CREDITORS'
RIGHTS AND BY THE AVAILABILITY OF INJUNCTIVE RELIEF, SPECIFIC PERFORMANCE AND
OTHER EQUITABLE REMEDIES); AND
(D)
NEITHER THE EXECUTION, DELIVERY OF THIS AGREEMENT NOR THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY (I) REQUIRES ANY FILING OR REGISTRATION
WITH, NOTIFICATION TO, PERMISSION OF OR ANY ACTION OR ORDER BY ANY GOVERNMENTAL
OR REGULATORY AUTHORITY WITH RESPECT TO THE BUYER EXCEPT ANY SUCH FILING,
REGISTRATION, NOTIFICATION OR PERMISSION THAT HAS BEEN OR WILL BE OBTAINED AT
THE TIME OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, (II) (A)
VIOLATES OR WILL VIOLATE ANY ORDER, WRIT, INJUNCTION, JUDGMENT, DECREES OR AWARD
OR (B) TO THE KNOWLEDGE OF THE BUYER, VIOLATES OR WILL VIOLATE OR CONFLICT WITH
ANY LAW, IN EITHER CASE, OF ANY GOVERNMENTAL OR REGULATORY AUTHORITY TO WHICH
THE BUYER OR ANY OF