RESPECT TO
CUSTOMERS OF THE COMPANY, SUCH CUSTOMER WILL STOP OR MATERIALLY TERMINATE BUYING
MATERIALS, PRODUCTS OR SERVICES FROM THE COMPANY.
NO SUPPLIER OF THE COMPANY
THAT IS A SOLE
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SUPPLIER OF ANY SIGNIFICANT PRODUCT OR COMPONENT TO THE COMPANY, HAS ADVISED THE
COMPANY IN WRITING THAT IT WILL STOP, OR MATERIALLY DECREASE THE RATE OF,
SUPPLYING MATERIALS, PRODUCTS, OR SERVICES TO THE COMPANY.
SECTION 2.30
BROKERS.
EXCEPT AS SET FORTH ON
SCHEDULE 2.30, NO BROKER, FINDER OR INVESTMENT BANKER IS ENTITLED TO ANY
BROKERAGE, FINDER'S OR OTHER FEE OR COMMISSION IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY BASED UPON ARRANGEMENTS MADE BY OR ON BEHALF OF
SELLER OR THE COMPANY.
SELLER IS RESPONSIBLE FOR AND WILL PAY IN FULL THE FEE
OWED EACH PERSON LISTED ON SCHEDULE 2.30 IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 2.31
BANK ACCOUNTS.
SCHEDULE 2.31 LISTS ALL
OF THE DEPOSIT, SAVINGS, MONEY MARKET AND OTHER ACCOUNTS AT BANKS OR OTHER
FINANCIAL INSTITUTIONS (WITH EACH IDENTIFIED BY NAME OF THE BANK, NAME OF THE
ACCOUNT, ACCOUNT NUMBER AND THE NAME OF ANY PERSON AUTHORIZED TO WITHDRAW FROM
OR ACCESS THE ACCOUNT) WHERE ANY FUNDS OR MONIES OF THE COMPANY ARE KEPT OR
DEPOSITED.
SECTION 2.32
DISCLAIMER OF ADDITIONAL AND IMPLIED
WARRANTIES.
SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR
IMPLIED, OF ANY NATURE WHATSOEVER EXCEPT AS SPECIFICALLY SET FORTH IN
ARTICLE II.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby makes the representations and warranties set forth in this
ARTICLE III to Seller.
SECTION 3.1
ORGANIZATION AND AUTHORITY.
(A)
PURCHASER IS A LIMITED PARTNERSHIP DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE.
PURCHASER HAS ALL REQUISITE LIMITED PARTNERSHIP POWER AND LIMITED
PARTNERSHIP AUTHORITY TO CARRY ON ITS BUSINESS AS IT IS NOW BEING CONDUCTED, AND
TO OWN, LEASE AND OPERATE ITS PROPERTIES AND ASSETS, AND TO PERFORM ALL ITS
OBLIGATIONS UNDER THE AGREEMENTS AND INSTRUMENTS TO WHICH IT IS A PARTY OR BY
WHICH IT IS BOUND.
PURCHASER IS DULY QUALIFIED TO DO BUSINESS AS A FOREIGN
LIMITED PARTNERSHIP AND IS IN GOOD STANDING UNDER THE LAWS OF EACH STATE OR
OTHER JURISDICTION IN WHICH THE PROPERTIES AND ASSETS OWNED, LEASED OR OPERATED
BY IT OR THE NATURE OF THE BUSINESS CONDUCTED BY IT MAKE SUCH QUALIFICATION
NECESSARY, EXCEPT IN SUCH JURISDICTIONS WHERE THE FAILURE TO BE DULY QUALIFIED
OR IN GOOD STANDING WOULD NOT HAVE OR BE A MATERIAL ADVERSE EFFECT ON PURCHASER.
(B)
TRUE, CORRECT AND COMPLETE COPIES OF THE
ORGANIZATIONAL DOCUMENTS OF PURCHASER, WITH ALL AMENDMENTS THERETO THROUGH THE
DATE OF THIS AGREEMENT, HAVE BEEN DELIVERED BY PURCHASER.
SECTION 3.2
AUTHORITY RELATIVE TO AGREEMENT.
PURCHASER HAS FULL LIMITED PARTNERSHIP POWER AND AUTHORITY TO EXECUTE AND
DELIVER THIS AGREEMENT, AND THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY,
AND NO FURTHER PROCEEDINGS ON THE PART OF PURCHASER ARE NECESSARY TO
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CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THIS AGREEMENT AND THE
TRANSACTION DOCUMENTS TO WHICH PURCHASER IS A PARTY