SUBSIDIARIES, WAS AT THE TIME OF DISPOSITION) IN VIOLATION OF ANY LAW (WITH
RESPECT TO PAST PROPERTIES AND PROPERTIES OF FORMER SUBSIDIARIES, LAWS IN EFFECT
AT THE TIME OF DISPOSITION) RELATING TO INDUSTRIAL HYGIENE OR TO THE
ENVIRONMENTAL CONDITIONS ON, UNDER OR ABOUT SUCH PROPERTIES, INCLUDING WITHOUT
LIMITATION SOIL AND GROUND WATER CONDITION AND THERE ARE (OR AT THE TIME OF
DISPOSITION WERE) NO UNDERGROUND TANKS OR RELATED PIPING, CONDUITS OR RELATED
STRUCTURES. DURING THE PERIOD THAT THE COMPANY OWNED OR LEASED THE PROPERTIES,
NEITHER THE COMPANY NOR, TO THE COMPANY'S KNOWLEDGE, ANY THIRD PARTY USED,
GENERATED, MANUFACTURED OR STORED ON, UNDER OR ABOUT SUCH PROPERTIES OR
TRANSPORTED TO OR FROM SUCH PROPERTIES ANY HAZARDOUS MATERIALS AND THERE HAS
BEEN NO LITIGATION BROUGHT OR THREATENED AGAINST THE COMPANY OR ANY SETTLEMENTS
REACHED BY THE COMPANY WITH ANY THIRD PARTY OR THIRD PARTIES ALLEGING THE
PRESENCE, DISPOSAL, RELEASE OR THREATENED RELEASE OF ANY HAZARDOUS MATERIALS ON,
FROM OR UNDER ANY OF SUCH PROPERTIES.
2.24
BROKERS. NEITHER THE SELLER, THE COMPANY NOR ANY OF THEIR
RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS OR EMPLOYEES HAVE EMPLOYED
ANY BROKER, FINDER, OR FINANCIAL ADVISOR OR INCURRED ANY LIABILITY FOR ANY
BROKERAGE FEE OR COMMISSION, FINDER'S FEE OR FINANCIAL ADVISORY FEE, IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, NOR IS THERE ANY BASIS
KNOWN TO THE SELLER OR THE COMPANY FOR ANY SUCH FEE OR COMMISSION TO BE CLAIMED
BY ANY SUCH PERSON; PROVIDED, HOWEVER, THAT THE SELLER HAS ENGAGED AN
INDEPENDENT CONSULTANT IN CONNECTION THE TRANSACTIONS CONTEMPLATED HEREBY, WHICH
FEE OR COMMISSION WILL BE ENTIRELY BORNE BY THE SELLER.
12
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Seller as of the date hereof as
follows:
3.1
ORGANIZATION. THE PURCHASER IS A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF NORTH
CAROLINA.
3.2
AUTHORIZATION AND ENFORCEABILITY. THE PURCHASER HAS FULL CORPORATE
POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO CARRY OUT THE
TRANSACTIONS CONTEMPLATED HEREIN. THIS AGREEMENT HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY THE PURCHASER AND NO OTHER COMPANY ACTION IS NECESSARY
FOR THE CONSUMMATION BY THE PURCHASER OF THE TRANSACTIONS CONTEMPLATED HEREIN.
ASSUMING THE DUE AUTHORIZATION, EXECUTION AND DELIVERY HEREOF BY THE COMPANY AND
THE SELLER, THIS AGREEMENT IS THE VALID AND BINDING LEGAL OBLIGATION OF THE
PURCHASER ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS.
3.3
NON-CONTRAVENTION. NEITHER THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN
WILL: (A) VIOLATE OR BE IN CONFLICT WITH ANY PROVISION OF THE ARTICLES OF
INCORPORATION OR ORGANIZATION, BYLAWS, LIMITED LIABILITY COMPANY AGREEMENT OR
SIMILAR OPERATING AGREEMENT OF THE PURCHASER; OR (B) BE IN CONFLICT WITH, OR
CONSTITUTE A DEFAULT, HOWEVER DEFINED (OR AN EVENT WHICH, WITH THE GIVING OF DUE
NOTICE OR LAPSE OF TIME, OR BOTH, WOULD CONSTITUTE SUCH A DEFAULT), UNDER, OR
CAUSE OR PERMIT THE ACCELERATION OF THE MATURITY OF, OR GIVE RISE TO ANY RIGHT
OF