IN EQUITY).
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE PURCHASER OF THE
TRANSACTION DOCUMENTS TO WHICH THE PURCHASER IS A PARTY DO NOT AND SHALL NOT:
(I) CONFLICT WITH OR RESULT IN A BREACH OF THE TERMS, CONDITIONS OR PROVISIONS
OF; (II) CONSTITUTE A DEFAULT UNDER OR RESULT IN A VIOLATION OF; OR
(III) REQUIRE ANY AUTHORIZATION, CONSENT, APPROVAL, EXEMPTION OR OTHER ACTION BY
OR DECLARATION OR NOTICE TO ANY THIRD PERSON OR GOVERNMENT ENTITY PURSUANT TO
(EXCEPT FOR THE APPLICABLE REQUIREMENTS OF THE HSR ACT), (X) THE CHARTER OR
BYLAWS OF THE PURCHASER, (Y) ANY AGREEMENT, INSTRUMENT, OR OTHER DOCUMENT, OR
ANY LEGAL REQUIREMENT TO WHICH THE PURCHASER IS A PARTY OR TO WHICH ANY OF ITS
ASSETS IS SUBJECT, OR (Z) TO PURCHASER'S KNOWLEDGE, ANY CONSTITUTION, STATUTE,
REGULATION, RULE, INJUNCTION, JUDGMENT, ORDER, LEGAL REQUIREMENT OR OTHER
RESTRICTION OF ANY GOVERNMENT ENTITY, TO WHICH THE PURCHASER OR ANY OF ITS
ASSETS IS SUBJECT.
2.3
BROKER FEES.
THE PURCHASER HAS NO LIABILITY OR OBLIGATION TO PAY
ANY FEES OR COMMISSIONS TO ANY BROKER, FINDER, OR AGENT WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT FOR WHICH THE SELLERS COULD BECOME
LIABLE OR OBLIGATED.
5
2.4
FINANCIAL ABILITY.
THE PURCHASER HAS IMMEDIATELY AVAILABLE FUNDS
SUFFICIENT TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
2.5
NO LITIGATION.
THERE IS NO LAWSUIT, CLAIM, ACTION, PROCEEDING OR
INVESTIGATION PENDING OR, TO THE PURCHASER'S KNOWLEDGE, THREATENED AGAINST THE
PURCHASER, ITS PROPERTIES OR BUSINESSES, WHICH COULD REASONABLY BE EXPECTED TO
HAVE A PURCHASER MATERIAL ADVERSE EFFECT OR RESTRICT THE ABILITY OF THE
PURCHASER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND OTHERWISE
PERFORM HEREUNDER.
2.6
INVESTMENT.
THE PURCHASER IS ACQUIRING THE ZATARAIN STOCK FOR ITS
OWN ACCOUNT, FOR INVESTMENT ONLY, AND NOT WITH A VIEW TO ANY RESALE OR PUBLIC
DISTRIBUTION THEREOF.
THE
PURCHASER SHALL NOT OFFER TO SELL OR OTHERWISE
DISPOSE OF THE ZATARAIN STOCK IN VIOLATION OF ANY LEGAL REQUIREMENT APPLICABLE
TO ANY SUCH OFFER, SALE OR OTHER DISPOSITION.
THE PURCHASER ACKNOWLEDGES THAT
(I) THE ZATARAIN STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY
STATE SECURITIES LAWS, (II) THERE IS NO PUBLIC MARKET FOR THE ZATARAIN STOCK AND
THERE CAN BE NO ASSURANCE THAT A PUBLIC MARKET SHALL DEVELOP, AND (III) IT MUST
BEAR THE ECONOMIC RISK OF ITS INVESTMENT IN THE ZATARAIN STOCK FOR AN INDEFINITE
PERIOD OF TIME.
THE PURCHASER IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
THE SECURITIES AND EXCHANGE COMMISSION RULE 501 OF REGULATION D OF THE
SECURITIES ACT, AS PRESENTLY IN EFFECT.
2.7
ACCURACY ON CLOSING DATE.
EACH REPRESENTATION AND WARRANTY SET
FORTH IN THIS SECTION 2 AND ALL INFORMATION CONTAINED IN ANY CERTIFICATE
DELIVERED BY OR ON BEHALF OF THE PURCHASER PURSUANT TO THIS AGREEMENT SHALL BE
TRUE AND CORRECT AS OF THE TIME OF THE CLOSING AS THOUGH THEN MADE, EXCEPT
(I) AS AFFECTED BY THE TRANSACTIONS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT,
AND (II) TO THE EXTENT THAT SUCH REPRESENTATION AND WARRANTY RELATES SOLELY TO
AN EARLIER DATE.
2.8
ACKNOWLEDGEMENT BY