THE PURCHASER WILL RELY ON THE
FOREGOING REPRESENTATIONS IN EFFECTING TRANSACTIONS IN SECURITIES OF THE
COMPANY. ALL DISCLOSURE PROVIDED TO THE PURCHASER REGARDING THE COMPANY, ITS
BUSINESS AND THE TRANSACTIONS CONTEMPLATED,. INCLUDING THE DISCLOSURE SCHEDULES
TO THIS AGREEMENT, FURNISHED BY OR ON BEHALF OF THE COMPANY WITH RESPECT TO THE
REPRESENTATIONS AND WARRANTIES MADE HEREIN ARE TRUE AND CORRECT WITH RESPECT TO
SUCH REPRESENTATIONS AND WARRANTIES AND DO NOT CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS MADE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING. THE COMPANY AND SELLERS ACKNOWLEDGE AND AGREE THAT THE
PURCHASER HAS NOT MADE, NOR IS THE PURCHASER MAKING, ANY REPRESENTATIONS OR
WARRANTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED OTHER THAN THOSE
SPECIFICALLY SET FORTH HEREIN.
SECTION 3.13
NO DISAGREEMENTS WITH ACCOUNTANTS AND LAWYERS. THERE ARE NO
DISAGREEMENTS OF ANY KIND PRESENTLY EXISTING, OR REASONABLY ANTICIPATED BY THE
COMPANY TO ARISE, BETWEEN THE ACCOUNTANTS AND LAWYERS FORMERLY OR PRESENTLY
EMPLOYED BY THE COMPANY AND THE COMPANY IS CURRENT WITH RESPECT TO ANY FEES OWED
TO ITS ACCOUNTANTS AND LAWYERS.
SECTION 3.14
NO CONFLICTS. THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED DO NOT AND WILL NOT: (I)
CONFLICT WITH OR VIOLATE ANY PROVISION OF THE COMPANY'S CERTIFICATE OR ARTICLES
OF INCORPORATION, BY-LAWS OR OTHER ORGANIZATIONAL OR CHARTER DOCUMENTS, OR (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 DEBT OR OTHERWISE) OR OTHER UNDERSTANDING TO
WHICH THE COMPANY IS A PARTY OR BY WHICH ANY PROPERTY OR ASSET OF THE COMPANY IS
BOUND OR AFFECTED OR (III) RESULT IN A VIOLATION OF ANY LAW, RULE, REGULATION,
ORDER, JUDGMENT, INJUNCTION, DECREE OR OTHER RESTRICTION OF ANY COURT OR
GOVERNMENTAL AUTHORITY TO WHICH THE COMPANY IS SUBJECT (INCLUDING FEDERAL AND
STATE SECURITIES LAWS AND REGULATIONS), OR BY WHICH ANY PROPERTY OR ASSET OF THE
COMPANY IS BOUND OR AFFECTED.
SECTION 3.15
FILINGS, CONSENTS AND. APPROVALS. NEITHER THE SELLERS NOR
THE COMPANY ARE REQUIRED TO OBTAIN ANY CONSENT, WAIVER, AUTHORIZATION OR ORDER
OF, GIVE ANY NOTICE TO, OR MAKE ANY FILING OR REGISTRATION WITH, ANY COURT OR
OTHER FEDERAL, STATE, LOCAL OR OTHER GOVERNMENTAL AUTHORITY OR OTHER PERSON IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT.
SECTION 3.16
COMPLIANCE.
THE COMPANY: (I) IS NOT IN DEFAULT UNDER OR IN
VIOLATION OF (AND NO EVENT HAS OCCURRED THAT HAS NOT BEEN WAIVED THAT, WITH
NOTICE OR LAPSE OF TIME OR BOTH, WOULD RESULT IN A DEFAULT BY THE COMPANY
UNDER), NOR HAS THE COMPANY RECEIVED NOTICE OF A CLAIM THAT IT IS IN DEFAULT
UNDER OR THAT IT IS IN VIOLATION OF, ANY INDENTURE, LOAN