CORPORATE ORGANIZATION.
(A)
SELLER IS A CORPORATION VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF DELAWARE AND HAS ALL REQUISITE CORPORATE POWER
AND CORPORATE AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS
OBLIGATIONS HEREUNDER.
(B)
THE COMPANY IS A LIMITED LIABILITY COMPANY VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND HAS ALL REQUISITE
CORPORATE POWER AND CORPORATE AUTHORITY TO CARRY ON ITS BUSINESS AS IT IS NOW
BEING CONDUCTED AND TO OWN THE PROPERTIES AND ASSETS IT NOW OWNS; AND IS DULY
QUALIFIED OR LICENSED TO DO BUSINESS AS A FOREIGN LIMITED LIABILITY COMPANY IN
GOOD STANDING IN ALL JURISDICTIONS IN WHICH THE OWNERSHIP OF PROPERTY OR THE
CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION, EXCEPT WHERE THE FAILURE TO
SO QUALIFY WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
4.03
DUE AUTHORIZATION AND EXECUTION; VALID AND BINDING AGREEMENT; NO
VIOLATION.
(A)
SUBJECT TO PRIOR APPROVAL BY THE BANKRUPTCY COURT, THE EXECUTION,
DELIVERY AND PERFORMANCE BY SELLER OF THIS AGREEMENT HAVE BEEN DULY AUTHORIZED
BY ALL NECESSARY CORPORATE ACTION REQUIRED BY LAW OR BY SELLER'S AND THE
COMPANY'S ORGANIZATIONAL DOCUMENTS.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY SELLER AND, ASSUMING DUE AUTHORIZATION, INCLUDING PRIOR APPROVAL OF
THE BANKRUPTCY COURT, AND EXECUTION AND DELIVERY BY PURCHASER, CONSTITUTES A
VALID AND BINDING AGREEMENT OF SELLER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT TO THE EXTENT THAT THE ENFORCEABILITY THEREOF MAY BE LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS
AFFECTING GENERALLY THE ENFORCEMENT OF CREDITORS' RIGHTS AND RULES OF LAW
GOVERNING SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER EQUITABLE REMEDIES.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 4.05 AND, ASSUMING RECEIPT OF ALL
CONSENTS AND APPROVALS REQUIRED FROM (I) GOVERNMENTAL AUTHORITIES AS DISCLOSED
IN SCHEDULE 4.03 AND (II) THIRD PARTIES OTHER THAN GOVERNMENTAL AUTHORITIES AS
DISCLOSED IN SCHEDULE 4.17, NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT
BY SELLER NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL
VIOLATE ANY PROVISION OF THE ORGANIZATIONAL DOCUMENTS OF SELLER OR THE COMPANY
OR, TO THE KNOWLEDGE OF SELLER, VIOLATE, OR BE IN CONFLICT WITH, OR CONSTITUTE A
DEFAULT UNDER, OR CAUSE THE AMENDMENT, MODIFICATION OR ACCELERATION OF, OR GIVE
ANY PARTY THE RIGHT TO AMEND, MODIFY OR REFUSE TO PERFORM, OR MODIFY THE TIME
WITHIN WHICH DUTIES ARE TO BE PERFORMED OR RIGHTS OR BENEFITS ARE TO BE RECEIVED
UNDER, OR CAUSE THE ACCELERATION OF THE MATURITY OF ANY DEBT OR OBLIGATION
PURSUANT TO, OR RESULT IN THE CREATION OR IMPOSITION OF ANY SECURITY INTEREST,
LIEN OR OTHER ENCUMBRANCE UPON ANY PROPERTY OR ASSET OF SELLER OR THE COMPANY
UNDER ANY LEASE, AGREEMENT, UNDERSTANDING, RESTRICTION OR COMMITMENT OR ANY
JUDGMENT, DECREE, OR ORDER OF ANY COURT OR GOVERNMENTAL AUTHORITY TO WHICH
SELLER OR THE COMPANY IS A PARTY OR BY WHICH SELLER OR THE COMPANY IS BOUND, OR
TO WHICH THE PROPERTY OF SELLER OR THE COMPANY IS SUBJECT, EXCEPT FOR
VIOLATIONS, CONFLICTS OR DEFAULTS WHICH WOULD NOT