ACTION OF BUYER AND NO
OTHER CORPORATE PROCEEDINGS ON THE PART OF BUYER ARE NECESSARY TO AUTHORIZE THE
EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT
SECTION 4.3
BINDING AGREEMENT.
THIS AGREEMENT HAS BEEN DULY AND VALIDLY
EXECUTED AND DELIVERED BY BUYER AND CONSTITUTES THE VALID AND BINDING AGREEMENT
OF BUYER, ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH ITS TERMS.
SECTION 4.4
NON-CONTRAVENTION.
THE EXECUTION AND DELIVERY BY BUYER OF
THIS AGREEMENT DOES NOT, AND THE PERFORMANCE BY BUYER OF ITS OBLIGATIONS
HEREUNDER WILL NOT, (A) CONTRAVENE OR CONFLICT WITH THE CERTIFICATE OF
INCORPORATION OR BY-LAWS OF BUYER OR (B) CONTRAVENE OR CONFLICT WITH OR
CONSTITUTE A VIOLATION OF OR DEFAULT UNDER OR GIVE RISE TO A RIGHT OF
TERMINATION, CANCELLATION OR ACCELERATION OF ANY RIGHT OR OBLIGATION OF BUYER
UNDER ANY PROVISION OF APPLICABLE LAW OR REGULATION OF THE UNITED STATES OR ANY
STATE THEREOF OR OF ANY AGREEMENT, CONTRACT, JUDGMENT, INJUNCTION, ORDER, DECREE
OR OTHER INSTRUMENT BINDING UPON
3
BUYER, WHICH CONTRAVENTION, CONFLICT, VIOLATION, DEFAULT OR RIGHT OF
TERMINATION, CANCELLATION OR ACCELERATION WOULD RESULT, IN THE CASE OF THIS
CLAUSE (B), IN A MATERIAL ADVERSE EFFECT ON THE BUSINESS, ASSETS, RESULTS OF
OPERATIONS OR FINANCIAL CONDITION OF BUYER.
SECTION 4.5
PURCHASE FOR OWN ACCOUNT.
THE VIKING STOCK WILL BE ACQUIRED
FOR INVESTMENT FOR BUYER'S OWN ACCOUNT AND/OR THE ACCOUNT OF ITS DIRECT AND
INDIRECT SUBSIDIARIES, NOT AS A NOMINEE OR AGENT FOR ANY OTHER PARTY, AND NOT
WITH A VIEW TO THE RESALE OR DISTRIBUTION OF ANY PART THEREOF.
BUYER DOES NOT
PRESENTLY HAVE ANY CONTRACT, UNDERTAKING, AGREEMENT OR ARRANGEMENT WITH ANY
PERSON TO SELL, TRANSFER OR GRANT PARTICIPATIONS TO SUCH PERSON OR TO ANY THIRD
PERSON, WITH RESPECT TO ANY OF THE VIKING STOCK, EXCEPT THAT BUYER INTENDS TO
TRANSFER THE VIKING STOCK TO ONE OR MORE OF ITS DIRECT OR INDIRECT SUBSIDIARIES.
ARTICLE V
MISCELLANEOUS
SECTION 5.1
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL OTHER PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL,
AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
SECTION 5.2
EXPENSES.
ALL COSTS AND EXPENSES INCURRED BY ANY PARTY TO
THIS AGREEMENT OR ITS AFFILIATES OR ANY DIRECTOR, OFFICER OR EMPLOYEE OF ANY OF
THE FOREGOING IN CONNECTION WITH THE NEGOTIATION, EXECUTION AND DELIVERY OF THE
DOCUMENTATION RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL
BE PAID BY THE PARTY INCURRING SUCH COSTS OR EXPENSES.
SECTION 5.3
ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF THE PARTIES HERETO AND THEIR SUCCESSORS BY OPERATION OF LAW,
BUT MAY NOT OTHERWISE BE ASSIGNED BY ANY PARTY HERETO WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY HERETO.
SECTION 5.4
VALIDITY.
IF ANY PROVISION OF THIS AGREEMENT, OR THE
APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE, IS HELD INVALID OR
UNENFORCEABLE, THE REMAINDER OF THIS AGREEMENT, AND THE APPLICATION OF SUCH
PROVISION TO OTHER PERSONS OR CIRCUMSTANCES SHALL NOT BE AFFECTED THEREBY, AND
TO