FUNDS FOR UNLAWFUL CONTRIBUTIONS, GIFTS, ENTERTAINMENT OR OTHER
UNLAWFUL EXPENSES RELATING TO POLITICAL ACTIVITY, MADE, OFFERED OR AUTHORIZED
ANY UNLAWFUL PAYMENT TO FOREIGN OR DOMESTIC GOVERNMENT OFFICIALS OR EMPLOYEES,
WHETHER DIRECTLY OR INDIRECTLY, OR MADE, OFFERED OR AUTHORIZED ANY UNLAWFUL
BRIBE, REBATE, PAYOFF, INFLUENCE PAYMENT, KICKBACK OR OTHER SIMILAR UNLAWFUL
PAYMENT, WHETHER DIRECTLY OR INDIRECTLY.
THE SELLERS HAVE ESTABLISHED
REASONABLE INTERNAL CONTROLS AND PROCEDURES INTENDED TO ENSURE COMPLIANCE WITH
THE FCPA.
SECTION 2.23
INSURANCE COVERAGE.
AS OF THE DATE
HEREOF, ALL INSURANCE POLICIES OF THE SELLERS ARE OUTSTANDING AND DULY IN FORCE.
SECTION 2.24
BROKERS OR FINDERS.
NO PERSON IS
ENTITLED TO RECEIVE FROM THE SELLERS ANY FINDER'S FEE, BROKERAGE OR OTHER
COMMISSION IN CONNECTION WITH THIS AGREEMENT OR THE SALE AND PURCHASE OF ALL OR
PART OF THE PURCHASED ASSETS.
26
SECTION 2.25
BANKRUPTCY MATTERS.
(A)
SINCE JANUARY 1, 2003, THE SELLERS HAVE NOT
(I) MADE A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS, (II) FILED, OR HAD
FILED AGAINST IT, ANY BANKRUPTCY PETITION OR SIMILAR FILING, (III) SUFFERED THE
ATTACHMENT OR OTHER JUDICIAL SEIZURE OF ALL OR A SUBSTANTIAL PORTION OF ITS
ASSETS OR (IV) ADMITTED IN WRITING ITS INABILITY TO PAY ITS DEBTS AS THEY BECOME
DUE.
(B)
NEITHER SELLER IS INSOLVENT AND, IMMEDIATELY
AFTER GIVING EFFECT TO THE CONSUMMATION OF THE ACQUISITION, EACH SELLER WILL BE
ABLE TO PAY ITS LIABILITIES AS THEY BECOME DUE IN THE USUAL COURSE OF ITS
BUSINESS AND WILL HAVE ASSETS (CALCULATED AT FAIR MARKET VALUE) THAT EXCEED
THEIR LIABILITIES.
SECTION 2.26
NO CONFLICT WITH OTHER INSTRUMENTS.
EXCEPT AS SET FORTH IN SECTION 2.26 OF THE DISCLOSURE SCHEDULE, THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT, THE ANCILLARY AGREEMENTS AND THE
TRANSACTIONS CONTEMPLATED HEREBY (A) WILL NOT RESULT IN ANY VIOLATION OF,
CONFLICT WITH, CONSTITUTE A BREACH, VIOLATION OR DEFAULT (WITH OR WITHOUT NOTICE
OR LAPSE OF TIME, OR BOTH) UNDER, GIVE RISE TO A RIGHT OF TERMINATION,
CANCELLATION, FORFEITURE OR ACCELERATION OF ANY OBLIGATION OR LOSS OF ANY
BENEFIT UNDER, OR RESULT IN THE CREATION OR ENCUMBRANCE ON ANY OF THE PURCHASED
ASSETS PURSUANT TO (I) ANY PROVISION OF EITHER SELLER'S ARTICLES OF
INCORPORATION, AS AMENDED, OR BYLAWS, OR (II) ANY AGREEMENT, CONTRACT,
UNDERSTANDING, NOTE, MORTGAGE, INDENTURE, LEASE, FRANCHISE, LICENSE, PERMIT OR
OTHER INSTRUMENT TO WHICH EITHER SELLER IS A PARTY OR BY WHICH THE PURCHASED
ASSETS ARE BOUND, OR (B) CONFLICT WITH OR RESULT IN ANY BREACH OR VIOLATION OF
OR REQUIRE ANY CONSENT, APPROVAL OR ACTION OF, OR REQUIRE THE SELLERS OR ANY
SHAREHOLDER TO MAKE ANY FILING WITH ANY GOVERNMENTAL OR REGULATORY AUTHORITY OR
UNDER ANY STATUTE, JUDGMENT, DECREE, ORDER, RULE OR GOVERNMENTAL REGULATION
APPLICABLE TO THE SELLERS OR THE PURCHASED ASSETS, EXCEPT, IN THE CASE OF
CLAUSES (A)(II) FOR ANY OF THE FOREGOING THAT WOULD REASONABLY BE EXPECTED NOT
TO, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT OR THAT
WOULD REASONABLY BE EXPECTED NOT TO RESULT IN THE CREATION OF ANY MATERIAL LIEN,
CHARGE OR ENCUMBRANCE UPON ANY ASSETS OF THE SELLERS