RECEIVABLE WITHOUT BUYER'S
PRIOR APPROVAL, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD.
(G)
BUYER AND THE SELLERS SHALL PROVIDE TO EACH OTHER REASONABLE ACCESS TO
FILES, RECORDS AND BOOKS OF ACCOUNT FOR THE PURPOSE OF VERIFYING ANY FUNDS THAT
HAVE BEEN REMITTED TO EACH TO VERIFY COLLECTION OF THE ACCOUNTS RECEIVABLE.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND MFFB
Each Seller, and MFFB, as applicable, hereby represents and warrants to Buyer
with respect to itself that the statements contained in this Article IV are
correct and complete as of the date of this Agreement and will be correct and
complete as of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Article IV
except to the extent any representation or warranty expressly speaks only as of
a different date), except as set forth in the disclosure schedules attached
hereto (the "Disclosure Schedules"), which Disclosure Schedules set forth
individually each Seller's, or MFFB's if applicable, disclosures identified by
each Seller or MFFB, as applicable.
22
4.1
Organization and Good Standing.
(A)
MFFB IS A SINGLE MEMBER LIMITED LIABILITY COMPANY AND IS DULY FORMED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
(B)
EACH SELLER IS A SINGLE MEMBER LIMITED LIABILITY COMPANY AND IS DULY
FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE.
EACH SELLER HAS ALL REQUISITE POWER AND AUTHORITY TO OWN, LEASE AND
OPERATE ITS ASSETS AND PROPERTIES AND TO CARRY ON THE BUSINESSES AS CURRENTLY
CONDUCTED.
EACH SELLER IS DULY QUALIFIED OR LICENSED TO CONDUCT ITS PORTION OF
THE BUSINESSES AS CURRENTLY CONDUCTED AND, TO THE EXTENT APPLICABLE, IS IN GOOD
STANDING, IN EACH JURISDICTION IN WHICH THE CHARACTER OR LOCATION OF THE
PROPERTY OWNED, LEASED OR OPERATED BY SUCH SELLER OR THE NATURE OF ITS PORTION
OF THE BUSINESSES CONDUCTED BY SUCH SELLER MAKES SUCH QUALIFICATION NECESSARY
AND HAS OBTAINED ALL GOVERNMENT AUTHORIZATIONS NECESSARY TO THE OWNERSHIP OR
OPERATION OF ITS PROPERTIES OR THE CONDUCT OF ITS PORTION OF THE BUSINESSES,
EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED OR LICENSED WOULD NOT, INDIVIDUALLY
OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THE SELLERS DO NOT HAVE ANY SUBSIDIARIES.
NEITHER SELLER OWNS OR HOLDS THE
RIGHT TO ACQUIRE ANY SHARES OF STOCK OR ANY OTHER SECURITY OR INTEREST IN ANY
OTHER PERSON OR HAS ANY OBLIGATION TO MAKE ANY INVESTMENT IN ANY PERSON.
4.2
Enforceability; Authority.
(A)
MFFB HAS ALL REQUISITE LIMITED LIABILITY COMPANY POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT, TO PERFORM ITS OBLIGATIONS HEREUNDER AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT, AND THE CONSUMMATION BY IT OF THE TRANSACTIONS
CONTEMPLATED HEREBY, HAVE BEEN DULY AUTHORIZED AND APPROVED BY ITS SOLE MEMBER,
AND NO OTHER ACTION ON THE PART OF MFFB IS NECESSARY TO AUTHORIZE THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS