CONTEMPLATED HEREBY REQUIRES COMPLIANCE WITH ANY BULK SALES ACT OR SIMILAR LAW.
(K)
PREFERENCE; VOIDABILITY.
PURCHASER HAS
GIVEN REASONABLY EQUIVALENT VALUE TO THE APPLICABLE SELLER IN CONSIDERATION FOR
THE SALE TO PURCHASER OF THE PURCHASED ASSETS BY THE APPLICABLE SELLER, AND EACH
SUCH SALE HAS NOT BEEN MADE FOR OR ON ACCOUNT OF AN ANTECEDENT DEBT OWED BY THE
APPLICABLE SELLER TO PURCHASER.
(L)
USE OF PROCEEDS.
NO PROCEEDS OF ANY
SALE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT SHALL BE USED BY ANY
SELLER TO ACQUIRE ANY SECURITY IN ANY TRANSACTION WHICH IS SUBJECT TO SECTION 12
OF THE EXCHANGE ACT OR FOR ANY PURPOSE THAT VIOLATES ANY APPLICABLE LAW, RULE OR
REGULATION, INCLUDING REGULATION U OF THE FEDERAL RESERVE BOARD.
(M)
PURCHASED ASSETS FROM ENTITIES IN GOOD
STANDING.
EACH OF THE PURCHASED ASSETS ARE ORIGINATED OR CREATED BY A SELLER
(OR SUBSIDIARY OR AFFILIATE THEREOF) THAT IS IN GOOD STANDING UNDER THE LAWS OF
THE STATE OF ITS INCORPORATION AND EVERY OTHER JURISDICTION IN WHICH THE NATURE
OF ITS BUSINESS REQUIRES IT TO BE SO QUALIFIED, EXCEPT WHERE THE FAILURE TO BE
SO QUALIFIED OR IN GOOD STANDING WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(N)
CONTINUING REPRESENTATIONS.
ALL
REPRESENTATIONS, AND WARRANTIES CONTAINED IN THIS AGREEMENT SHALL BE TRUE AND
CORRECT AS OF THE DATE HEREOF AND SHALL BE DEEMED CONTINUING.
7.
COVENANTS OF THE SELLERS.
AT ALL TIMES
FROM THE DATE HEREOF TO THE EARLIER OF THE FINAL LIQUIDATION DATE AND THE DATE
ON WHICH THE TERMINATION OPTION IS CONSUMMATED:
(A)
CONDUCT OF BUSINESS.
EACH OF THE SELLERS
SHALL DO ALL THINGS NECESSARY TO REMAIN DULY INCORPORATED, VALIDLY EXISTING AND
IN GOOD STANDING AS A DOMESTIC CORPORATION IN ITS JURISDICTION OF INCORPORATION
AND MAINTAIN ALL REQUISITE AUTHORITY TO CONDUCT ITS BUSINESS IN EACH
JURISDICTION IN WHICH ITS BUSINESS IS CONDUCTED EXCEPT WHERE THE FAILURE TO DO
SO WOULD NOT HAVE A
18
material adverse effect on the ability of the applicable Seller to perform their
respective obligations hereunder.
(B)
COMPLIANCE WITH LAWS.
EACH OF THE SELLERS
SHALL COMPLY WITH ALL LAWS, RULES, REGULATIONS, ORDERS, WRITS, JUDGMENTS,
INJUNCTIONS, DECREES OR AWARDS TO WHICH IT OR ITS RESPECTIVE PROPERTIES MAY BE
SUBJECT, EXCEPT WHERE THE FAILURE TO DO SO WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT.
(C)
COMPLIANCE WITH CONTRACTS.
EACH OF THE
SELLERS SHALL TIMELY AND FULLY PERFORM AND COMPLY WITH ALL MATERIAL PROVISIONS,
COVENANTS AND OTHER PROMISES REQUIRED TO BE OBSERVED BY THE APPLICABLE SELLER
UNDER THE CONTRACTS.
(D)
SALE TREATMENT.
EACH OF THE SELLERS SHALL
TREAT THE PURCHASES UNDER THIS AGREEMENT FOR ALL PURPOSES AS SALES AND TO THE
EXTENT ANY SUCH REPORTING IS REQUIRED, SHALL REPORT THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT ON ALL RELEVANT BOOKS, RECORDS, FINANCIAL
STATEMENTS AND OTHER APPLICABLE DOCUMENTS AS A SALE OF PURCHASED ASSETS TO
PURCHASER.
(E)
OWNERSHIP INTEREST.
EACH OF THE SELLERS
SHALL, AT ITS EXPENSE, TAKE ALL ACTION NECESSARY OR DESIRABLE TO ESTABLISH AND
MAINTAIN A VALID AND ENFORCEABLE OWNERSHIP INTEREST IN THE PURCHASED ASSETS,
FREE AND