BE EXPECTED TO INDIVIDUALLY OR IN THE
AGGREGATE, (I) MATERIALLY AND ADVERSELY AFFECT THE LEGALITY, VALIDITY OR
ENFORCEABILITY OF ANY TRANSACTION DOCUMENT, (II) HAVE OR RESULT IN A MATERIAL
ADVERSE EFFECT ON THE RESULTS OF OPERATIONS, ASSETS, BUSINESS OR FINANCIAL
CONDITION OF THE COMPANY AND THE SIGNIFICANT SUBSIDIARIES, TAKEN AS A WHOLE ON A
CONSOLIDATED BASIS OR (III) MATERIALLY AND ADVERSELY IMPAIR THE COMPANY'S
ABILITY TO PERFORM FULLY ON A TIMELY BASIS ITS OBLIGATIONS UNDER ANY OF THE
TRANSACTION DOCUMENTS (ANY OF (I), (II) OR (III), A "MATERIAL ADVERSE EFFECT").
(B)
SUBSIDIARIES.
THE COMPANY HAS NO DIRECT OR INDIRECT SUBSIDIARIES.
THE
COMPANY OWNS, DIRECTLY OR INDIRECTLY, ALL OF THE CAPITAL STOCK OR COMPARABLE
EQUITY INTERESTS OF EACH SUBSIDIARY
4
FREE AND CLEAR OF ANY LIEN AND ALL THE ISSUED AND OUTSTANDING SHARES OF CAPITAL
STOCK OR COMPARABLE EQUITY INTEREST OF EACH SUBSIDIARY ARE VALIDLY ISSUED AND
ARE FULLY PAID, NON-ASSESSABLE AND FREE OF PREEMPTIVE AND SIMILAR RIGHTS.
NONE
OF THE INSIGNIFICANT SUBSIDIARIES (I) CARRIES ON ANY SUBSTANTIVE BUSINESS
OPERATIONS OR ACTIVITIES OR (II) HAS ASSETS OR LIABILITIES IN EXCESS OF $50,000.
(C)
AUTHORIZATION; ENFORCEMENT.
THE COMPANY HAS THE REQUISITE CORPORATE
AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY EACH
OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND OTHERWISE TO CARRY OUT
ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
THE EXECUTION AND DELIVERY OF EACH OF
THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY BY THE COMPANY AND THE
CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY HAVE BEEN
DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF THE COMPANY AND NO
FURTHER CONSENT OR ACTION IS REQUIRED BY THE COMPANY, ITS BOARD OF DIRECTORS OR
ITS STOCKHOLDERS.
EACH OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY HAS
BEEN (OR UPON DELIVERY WILL BE) DULY EXECUTED BY THE COMPANY AND IS, OR WHEN
DELIVERED IN ACCORDANCE WITH THE TERMS HEREOF, WILL CONSTITUTE, THE VALID AND
BINDING OBLIGATION OF THE COMPANY ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE
WITH ITS TERMS, EXCEPT AS MAY BE LIMITED BY (I) APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION OR OTHER LAWS OF GENERAL APPLICATION RELATING TO OR
AFFECTING THE ENFORCEMENT OF CREDITORS RIGHTS GENERALLY, AND (II) THE EFFECT OF
RULES OF LAW GOVERNING THE AVAILABILITY OF SPECIFIC PERFORMANCE AND OTHER
EQUITABLE REMEDIES.
(D)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE TRANSACTION
DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY DO NOT, AND WILL NOT, (I) CONFLICT WITH OR
VIOLATE ANY PROVISION OF THE COMPANY'S OR ANY SIGNIFICANT SUBSIDIARY'S
CERTIFICATE OR ARTICLES OF INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL OR
CHARTER DOCUMENTS, (II) CONFLICT WITH, OR CONSTITUTE A DEFAULT (OR AN EVENT THAT
WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD BECOME A DEFAULT) UNDER, OR GIVE TO
OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT, ACCELERATION OR CANCELLATION (WITH
OR WITHOUT NOTICE, LAPSE OF TIME OR BOTH) OF, ANY AGREEMENT, CREDIT FACILITY,
DEBT OR OTHER INSTRUMENT (EVIDENCING A COMPANY