BUSINESS, AND HAS REMITTED SUCH AMOUNTS TO THE APPROPRIATE GOVERNMENTAL
AUTHORITIES, OR HAS BEEN FURNISHED PROPERLY COMPLETED EXEMPTION CERTIFICATES AND
HAS MAINTAINED ALL SUCH RECORDS AND SUPPORTING DOCUMENTS IN THE MANNER REQUIRED
BY ALL APPLICABLE SALES AND USE TAX LAWS.
16
5.20
NO BROKERS.
EXCEPT FOR THE FEES AND EXPENSES PAYABLE TO W.Y.
CAMPBELL & COMPANY, WHICH ARE RETAINED LIABILITIES, NO BROKER, FINDER OR SIMILAR
AGENT HAS BEEN EMPLOYED BY OR ON BEHALF OF SELLER IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS,
AND SELLER HAS NO LIABILITY TO PAY ANY BROKERAGE COMMISSION, FINDER'S FEE OR ANY
SIMILAR COMPENSATION IN CONNECTION WITH THIS AGREEMENT OR THE ANCILLARY
AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as follows:
6.1
ORGANIZATION AND STANDING.
BUYER IS A CORPORATION DULY
INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE
OF ITS INCORPORATION.
BUYER IS DULY QUALIFIED TO DO BUSINESS AND IN GOOD
STANDING IN THE STATES OF THE UNITED STATES IN WHICH THE CHARACTER OF THE
PROPERTIES OWNED OR LEASED BY IT OR IN WHICH THE CONDUCT OF ITS BUSINESS
REQUIRES IT TO BE SO QUALIFIED.
6.2
AUTHORITY, VALIDITY AND EFFECT.
BUYER HAS ALL REQUISITE CORPORATE
POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY AND TO CONSUMMATE
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
THIS AGREEMENT AND EACH OF THE
ANCILLARY AGREEMENTS TO WHICH BUYER IS A PARTY HAS BEEN DULY EXECUTED AND
DELIVERED BY BUYER.
THIS AGREEMENT AND EACH OF THE ANCILLARY AGREEMENTS TO
WHICH BUYER IS A PARTY IS THE LEGAL, VALID AND BINDING OBLIGATION OF BUYER,
ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH ITS TERMS, EXCEPT AS LIMITED BY THE
GENERAL ENFORCEABILITY EXCEPTIONS.
6.3
NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
(A)
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY
ANCILLARY AGREEMENT BY BUYER, NOR THE CONSUMMATION BY BUYER OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, NOR COMPLIANCE BY BUYER WITH ANY OF THE
PROVISIONS HEREOF OR THEREOF, WILL (I) CONFLICT WITH OR RESULT IN A BREACH OF
ANY PROVISION OF BUYER'S CERTIFICATE OF INCORPORATION OR BY-LAWS; (II)
CONFLICT
WITH, CONSTITUTE OR RESULT IN THE BREACH OF ANY TERM, CONDITION OR PROVISION OF,
OR CONSTITUTE A DEFAULT UNDER, RESULT IN OR GIVE RISE TO ANY RIGHT OF
TERMINATION, CANCELLATION OR ACCELERATION WITH RESPECT TO, OR RESULT IN THE
CREATION OR IMPOSITION OF ANY LIEN UPON ANY MATERIAL ASSETS OF BUYER PURSUANT
TO, OR REQUIRE ANY NOTICE UNDER, ANY NOTE, BOND, MORTGAGE, INDENTURE, CONTRACT
OR OTHER INSTRUMENT OR OBLIGATION TO WHICH BUYER IS A PARTY OR BY WHICH IT OR
ANY OF ITS MATERIAL ASSETS IS SUBJECT; OR (III) VIOLATE ANY ORDER OR LAW TO
WHICH BUYER IS SUBJECT.
(B)
NO NOTICE TO, FILING WITH, AUTHORIZATION OF, EXEMPTION BY OR
CONSENT OF ANY PERSON IS NECESSARY FOR THE CONSUMMATION BY BUYER OF THE