INQUIRY: GREG NEEB OR MARK DORIGAN.
ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING, NO SUCH DESIGNEE SHALL HAVE ANY PERSONAL LIABILITY OR
OBLIGATION WHATSOEVER WITH RESPECT TO ANY OF THE MATTERS SET FORTH IN THIS
AGREEMENT AND ANY OTHER AGREEMENTS, DOCUMENTS OR INSTRUMENTS RELATED THERETO OR
CONTEMPLATED HEREUNDER OR THEREUNDER OR ANY OF THE REPRESENTATIONS MADE BY
PURCHASER BEING OR BECOMING UNTRUE, INACCURATE OR INCOMPLETE IN ANY RESPECT.
(J)
PURCHASER'S ACKNOWLEDGMENT.
PURCHASER
FULLY UNDERSTANDS THE NATURE AND SIGNIFICANCE OF THE TRANSACTIONS PROVIDED FOR
IN THIS AGREEMENT AND THE LIMITATIONS PROVIDED IN SECTION 8.7 AND ELSEWHERE
HEREIN.
40
8.2
REPRESENTATIONS AND WARRANTIES OF SELLER.
IN ORDER TO INDUCE PURCHASER AND ITS AFFILIATES TO CARRY OUT THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, EACH SELLER REPRESENTS AND WARRANTS TO AND
AGREES WITH PURCHASER, AS FOLLOWS:
(A)
ORGANIZATION, GOOD STANDING AND AUTHORITY.
(I)
EACH SELLER IS A LIMITED LIABILITY
COMPANY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
DELAWARE, AND IS DULY QUALIFIED TO DO BUSINESS IN ALL JURISDICTIONS WHERE SUCH
QUALIFICATION IS NECESSARY TO CARRY ON ITS BUSINESS AS IS NOW CONDUCTED, EXCEPT
WHERE THE FAILURE TO BE SO QUALIFIED WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON
THE ABILITY OF SUCH SELLER TO FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT OR
UNDER ANY DOCUMENT CONTEMPLATED HEREUNDER TO BE EXECUTED BY IT OR TO PERFORM ANY
OF ITS OBLIGATIONS HEREUNDER OR THEREUNDER.
(II)
EACH SELLER HAS FULL POWER AND AUTHORITY
TO ENTER INTO THIS AGREEMENT AND ALL DOCUMENTS CONTEMPLATED HEREUNDER TO BE
EXECUTED BY SUCH SELLER, TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY AND TO FULFILL ALL OF ITS OBLIGATIONS HEREUNDER AND THE DOCUMENTS
CONTEMPLATED HEREUNDER TO BE EXECUTED BY SUCH SELLER.
(III)
THE EXECUTION, DELIVERY, AND PERFORMANCE BY
EACH SELLER OF THIS AGREEMENT AND THE OTHER DOCUMENTS CONTEMPLATED HEREUNDER AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY WILL NOT
(A) CONFLICT WITH OR RESULT IN A BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY
PROVISION OF THE GOVERNING OR ORGANIZATIONAL DOCUMENTS OF SUCH SELLER, (B)
REQUIRE SUCH SELLER TO OBTAIN ANY AUTHORIZATION, CONSENT, APPROVAL, WAIVER,
LICENSE, QUALIFICATION OR FORMAL EXEMPTION FROM, OR MAKE ANY FILING, REDEMPTION,
QUALIFICATION OR REGISTRATION WITH OR GIVE ANY NOTICE TO, ANY GOVERNMENTAL
AUTHORITY OR ANY OTHER PERSON, OTHER THAN CONSENT REQUIREMENTS DESCRIBED IN THE
SELLER DUE DILIGENCE MATERIALS (THE "THIRD PARTY CONSENTS"), (C) CONFLICT WITH,
RESULT IN THE BREACH OF OR CONSTITUTE A DEFAULT OR ACCELERATE ANY RIGHT UNDER
ANY LEASE, NOTE, BOND, MORTGAGE, LICENSE, INDENTURE OR LOAN OR CREDIT AGREEMENT
OR OTHER BINDING AGREEMENT TO WHICH SUCH SELLER IS A PARTY OR BY WHICH SUCH
SELLER OR A PROPERTY OWNER OR PROPERTY MAY BE BOUND, (D) VIOLATE ANY ORDER OR
DECREE OF ANY COURT, ARBITRATOR OR OTHER GOVERNMENTAL AUTHORITY AGAINST OR
BINDING UPON SUCH SELLER OR A PROPERTY OWNER OR PROPERTY, (E) VIOLATE ANY LAW OR
REGULATION OF ANY GOVERNMENTAL AUTHORITY TO WHICH SUCH SELLER OR A PROPERTY IS
SUBJECT OR (F) RESULT IN, OR REQUIRE THE CREATION OR IMPOSITION