KNOWLEDGE, THREATENED IN WRITING AGAINST HARSIMUS, WHICH (I) ARE NOT
ADEQUATELY COVERED BY EXISTING INSURANCE AND (II) IF ADVERSELY DETERMINED, WOULD
MATERIALLY AND ADVERSELY AFFECT THE VALUE OF THE HARSIMUS INTEREST OR HARSIMUS'
ABILITY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
(F)
BANKRUPTCY.
HARSIMUS HAS NOT (A) COMMENCED A VOLUNTARY CASE, OR
HAD ENTERED AGAINST IT A PETITION, FOR RELIEF UNDER ANY FEDERAL BANKRUPTCY ACT
OR ANY SIMILAR PETITION, ORDER OR DECREE UNDER ANY FEDERAL OR STATE LAW OR
STATUTE RELATIVE TO BANKRUPTCY, INSOLVENCY OR OTHER RELIEF FOR DEBTORS,
(B) CAUSED, SUFFERED OR CONSENTED TO THE APPOINTMENT OF A RECEIVER, TRUSTEE,
ADMINISTRATOR, CONSERVATOR, LIQUIDATOR OR SIMILAR OFFICIAL IN ANY FEDERAL, STATE
OR FOREIGN JUDICIAL OR NON-JUDICIAL PROCEEDING, TO HOLD, ADMINISTER AND/OR
LIQUIDATE ALL OR SUBSTANTIALLY ALL OF ITS ASSETS, OR (C) MADE AN ASSIGNMENT FOR
THE BENEFIT OF CREDITORS.
(G)
NON-FOREIGN ENTITY.
HARSIMUS IS NOT A "FOREIGN PERSON" (WITHIN
THE MEANING OF SECTION 1445(F)(3) OF THE CODE).
(H)
HARSIMUS' INTEREST.
HARSIMUS HAS GOOD TITLE TO THE HARSIMUS
INTEREST AND HAS NOT TRANSFERRED, ASSIGNED, SOLD, CONVEYED, PLEDGED, MORTGAGED,
GRANTED A SECURITY INTEREST IN, OR OTHERWISE DISPOSED OF THE HARSIMUS INTEREST
OR ANY PORTION THEREOF OR INTEREST THEREIN OR GRANTED ANY OPTION TO ANY PERSON
OR ENTITY TO ACQUIRE SUCH INTEREST.
THE HARSIMUS INTEREST IS FREE AND CLEAR OF
ALL LIENS, ENCUMBRANCES, LIABILITIES, CLAIMS, EXCEPTIONS, COVENANTS AND
RESTRICTIONS OF ANY KIND OR CHARACTER, INCLUDING BUT NOT LIMITED TO, ANY
SECURITY INTERESTS OR, ANY RESTRICTION ON SALE OR ASSIGNMENT OR GRANTING OF ANY
OPTION, RIGHT OR AGREEMENT FOR THE PURCHASE OR ACQUISITION OF THE SAME OR ANY
INTEREST IN THE SAME.
The provisions of this Section 8.1 are subject to the limitations on liability
with respect to the representations, warranties and covenants of Harsimus set
forth in Section 8.5 of this Agreement.
SECTION 8.2
COLUMBIA REPRESENTATIONS AND WARRANTIES.
COLUMBIA
REPRESENTS AND WARRANTS TO PURCHASER THE FOLLOWING:
(A)
STATUS. COLUMBIA IS A LIMITED LIABILITY COMPANY, DULY ORGANIZED
AND VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF NEW
JERSEY.
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(B)
AUTHORITY.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND ALL
OTHER DOCUMENTS NOW OR HEREAFTER TO BE EXECUTED AND DELIVERED BY COLUMBIA
PURSUANT TO THIS AGREEMENT (COLLECTIVELY, THE "COLUMBIA DOCUMENTS") AND THE
PERFORMANCE OF COLUMBIA'S OBLIGATIONS HEREUNDER AND UNDER THE COLUMBIA DOCUMENTS
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF COLUMBIA, AND
THIS AGREEMENT CONSTITUTES, AND THE COLUMBIA DOCUMENTS WILL CONSTITUTE, THE
LEGAL, VALID AND BINDING OBLIGATION OF COLUMBIA, ENFORCEABLE IN ACCORDANCE WITH
THEIR TERMS, SUBJECT TO BANKRUPTCY, REORGANIZATION AND OTHER SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND EXCEPT AS MAY BE
LIMITED BY GENERAL EQUITABLE PRINCIPLES.
THE PERSON SIGNING THIS AGREEMENT ON
BEHALF OF COLUMBIA HAS BEEN DULY AUTHORIZED TO SIGN AND DELIVER THIS AGREEMENT
ON BEHALF THEREOF.
(C)
NON-CONTRAVENTION.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE COLUMBIA DOCUMENTS BY COLUMBIA AND THE CONSUMMATION BY COLUMBIA OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT (I) VIOLATE ANY JUDGMENT, ORDER,
INJUNCTION,