SELLER NOR ANY OF ITS AFFILIATES HAS ANY
LIABILITY TO PAY ANY FEES OR COMMISSIONS TO ANY BROKER, FINDER, OR AGENT WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(E)
MEMBERSHIP INTERESTS.
SELLER HOLDS OF RECORD AND OWNS
BENEFICIALLY THE MEMBERSHIP INTERESTS SET FORTH NEXT TO HIS, HER, OR ITS NAME IN
SECTION 4.2 OF THE DISCLOSURE SCHEDULE, FREE AND CLEAR OF ANY RESTRICTIONS ON
TRANSFER (OTHER THAN ANY RESTRICTIONS UNDER THE SECURITIES ACT AND STATE
SECURITIES LAWS), TAXES, LIENS, OPTIONS, WARRANTS, PURCHASE RIGHTS, CONTRACTS,
COMMITMENTS, EQUITIES, CLAIMS, AND DEMANDS.
SELLER IS NOT A PARTY TO ANY
OPTION, WARRANT, PURCHASE RIGHT, OR OTHER CONTRACT OR COMMITMENT (OTHER THAN
THIS AGREEMENT) THAT COULD REQUIRE SELLER TO SELL, TRANSFER, OR OTHERWISE
DISPOSE OF ANY MEMBERSHIP INTERESTS OR EQUITY INTERESTS, OR ANY VOTING OR
ECONOMIC RIGHT THEREIN, OF TARGET.
SELLER IS NOT A PARTY TO ANY VOTING TRUST,
PROXY, OR OTHER AGREEMENT OR UNDERSTANDING WITH RESPECT TO THE VOTING OF ANY
MEMBERSHIP INTERESTS OR EQUITY INTERESTS OF TARGET.
3.2
BUYER'S REPRESENTATIONS AND WARRANTIES.
BUYER REPRESENTS AND
WARRANTS TO SELLERS AS FOLLOWS:
(A)
ORGANIZATION OF BUYER.
BUYER IS A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
(B)
AUTHORIZATION OF TRANSACTION.
BUYER HAS FULL CORPORATE POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS
HEREUNDER.
THIS AGREEMENT CONSTITUTES THE VALID AND LEGALLY BINDING OBLIGATION
OF BUYER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS AND CONDITIONS EXCEPT AS MAY
BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, AND
OTHER LAWS OF GENERAL APPLICATION AFFECTING ENFORCEMENT OF CREDITORS RIGHTS
GENERALLY AND LAWS RELATING TO THE AVAILABILITY OF SPECIFIC PERFORMANCE,
INJUNCTIVE RELIEF OR OTHER EQUITABLE REMEDIES.
BUYER NEED NOT GIVE ANY NOTICE
TO, MAKE ANY FILING WITH, OR OBTAIN ANY AUTHORIZATION, CONSENT, OR APPROVAL OF
ANY GOVERNMENT OR GOVERNMENTAL AGENCY IN ORDER TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
THE EXECUTION, DELIVERY, AND PERFORMANCE OF
THIS AGREEMENT AND ALL OTHER AGREEMENTS CONTEMPLATED HEREBY HAVE BEEN DULY
AUTHORIZED BY BUYER.
(C)
NON-CONTRAVENTION.
NEITHER THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, WILL
(A) VIOLATE ANY CONSTITUTION, STATUTE, REGULATION, RULE, INJUNCTION, JUDGMENT,
ORDER, DECREE, RULING, CHARGE, OR OTHER RESTRICTION OF ANY GOVERNMENT,
GOVERNMENTAL AGENCY, OR COURT TO WHICH BUYER IS SUBJECT OR ANY PROVISION OF ITS
CHARTER, BYLAWS, OR OTHER GOVERNING DOCUMENTS OR (B) CONFLICT WITH, RESULT IN A
BREACH OF, CONSTITUTE A DEFAULT UNDER, RESULT IN THE ACCELERATION OF, CREATE IN
ANY PARTY THE RIGHT TO ACCELERATE, TERMINATE, MODIFY, OR CANCEL, OR REQUIRE ANY
NOTICE UNDER ANY AGREEMENT, CONTRACT, LEASE, LICENSE, INSTRUMENT, OR
13
OTHER ARRANGEMENT TO WHICH BUYER IS A PARTY OR BY WHICH IT IS BOUND OR TO WHICH
ANY OF ITS ASSETS ARE SUBJECT.
(D)
BROKERS' FEES.
BUYER HAS NO LIABILITY TO PAY ANY FEES OR
COMMISSIONS TO ANY BROKER, FINDER, OR AGENT WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT FOR WHICH ANY SELLER COULD BECOME LIABLE OR
OBLIGATED.
(E)