COSTS AND EXPENSES OF
THE PURCHASERS, THEN TO ACCRUED AND UNPAID INTEREST ON THE NOTES AND THEN TO
OUTSTANDING PRINCIPAL ON THE NOTES.
2.7
PAYMENTS GENERALLY.
(A)
ALL PAYMENTS HEREUNDER AND UNDER EACH OTHER
TRANSACTION DOCUMENT TO THE PURCHASERS SHALL BE MADE IN THE LAWFUL MONEY OF THE
UNITED STATES OF AMERICA, IN IMMEDIATELY AVAILABLE FUNDS AND WITHOUT SET-OFF,
DEFENSE, DEDUCTION OR COUNTERCLAIM.
(B)
IF THE DUE DATE OF ANY PAYMENT UNDER THIS
AGREEMENT WOULD OTHERWISE FALL ON A DAY THAT IS NOT A BUSINESS DAY, SUCH DATE
SHALL BE EXTENDED TO THE NEXT SUCCEEDING BUSINESS DAY, AND INTEREST SHALL BE
PAYABLE FOR ANY PRINCIPAL SO EXTENDED FOR THE PERIOD OF SUCH EXTENSION.
3.
REPRESENTATIONS AND WARRANTIES OF THE
BORROWER
Except as disclosed by Genaissance in a written Disclosure Schedule provided by
Genaissance to the Purchasers dated the date hereof (the "Disclosure Schedule"),
the Co-Borrowers hereby represent and warrant to each Purchaser that the
statements contained in this Section 3 are complete and accurate as of the date
of this Agreement.
The Disclosure Schedule shall be arranged in sections
corresponding to the numbered and lettered sections and subsections contained in
Section 3.
3.1
ORGANIZATION.
(A)
EACH OF GENAISSANCE AND ITS SUBSIDIARIES IS
A CORPORATION, LIMITED LIABILITY OR OTHER ENTITY, DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS STATE OF ORGANIZATION.
ATTACHED HERETO AS EXHIBIT G ARE TRUE AND COMPLETE COPIES OF THE CERTIFICATES OF
INCORPORATION, BY-LAWS, CERTIFICATES OF FORMATION, OPERATING AGREEMENTS AND
OTHER ORGANIZATIONAL DOCUMENTS OF GENAISSANCE AND EACH OF ITS SUBSIDIARIES, EACH
AS AMENDED THROUGH THE DATE HEREOF (COLLECTIVELY, THE "ORGANIZATIONAL
DOCUMENTS").
NEITHER GENAISSANCE NOR ANY SUBSIDIARY OF GENAISSANCE IS IN BREACH
OF THE TERMS OF ITS ORGANIZATIONAL DOCUMENTS.
(B)
EACH OF GENAISSANCE AND ITS SUBSIDIARIES HAS
ALL REQUISITE POWER AND AUTHORITY AND HAS ALL NECESSARY APPROVALS, LICENSES,
PERMITS AND AUTHORIZATION TO OWN ITS
13
PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW CONDUCTED AND AS PRESENTLY
CONTEMPLATED TO BE CONDUCTED.
EACH OF GENAISSANCE AND ITS SUBSIDIARIES HAS ALL
REQUISITE POWER AND AUTHORITY TO EXECUTE AND DELIVER THE TRANSACTION DOCUMENTS
TO WHICH IS IT A PARTY AND TO PERFORM ITS OBLIGATIONS THEREUNDER.
THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS CONSTITUTE THE LEGAL, VALID AND
BINDING OBLIGATIONS OF GENAISSANCE AND EACH OF ITS SUBSIDIARIES, AS THE CASE MAY
BE, ENFORCEABLE AGAINST GENAISSANCE AND/OR EACH OF ITS SUBSIDIARIES, AS THE CASE
MAY BE, IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
(C)
EACH OF GENAISSANCE AND ITS SUBSIDIARIES IS
QUALIFIED TO DO BUSINESS AS A FOREIGN ENTITY IN, AND EACH OF GENAISSANCE AND ITS
SUBSIDIARIES IS IN GOOD STANDING UNDER, THE LAWS OF EACH JURISDICTION IN WHICH
THE CONDUCT OF ITS BUSINESS AS NOW CONDUCTED OR THE NATURE OF THE PROPERTY OWNED
REQUIRES SUCH QUALIFICATION, EXCEPT WHERE THE FAILURE TO SO QUALIFY WOULD NOT
HAVE A MATERIAL ADVERSE EFFECT.
3.2
CAPITALIZATION.
ALL OF THE ISSUED AND
OUTSTANDING SHARES OF CAPITAL STOCK OF GENAISSANCE HAVE BEEN DULY AUTHORIZED AND
VALIDLY ISSUED AND ARE FULLY PAID AND NONASSESSABLE.