WHICH ANY SUCH CLAIM MAY BE ASSERTED AGAINST THE COMPANY, EXCEPT FOR LITIGATION,
PROCEEDINGS, INVESTIGATIONS, EVENTS AND CLAIMS WHICH WOULD NOT, INDIVIDUALLY OR
IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY, TH OR PCLN SUB.
SECTION 3.8.
BROKERS.
NO PERSON IS ENTITLED
TO ANY BROKERAGE, FINDER'S OR OTHER FEE OR COMMISSION IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BASED UPON ARRANGEMENTS MADE BY OR
ON BEHALF OF THE COMPANY.
12
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF TH
TH represents and warrants to the Company and PCLN SUB as follows:
SECTION 4.1.
ORGANIZATION. TH IS A CORPORATION
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
BRITISH VIRGIN ISLANDS.
SECTION 4.2.
CORPORATE AUTHORITY.
(A)
TH HAS FULL POWER AND AUTHORITY TO EXECUTE,
DELIVER AND PERFORM THIS AGREEMENT; AND
(B)
THIS AGREEMENT HAS BEEN DULY AND VALIDLY
AUTHORIZED, EXECUTED AND DELIVERED BY TH AND CONSTITUTES A VALID AND BINDING
OBLIGATION OF TH, ENFORCEABLE AGAINST TH IN ACCORDANCE WITH ITS TERMS, EXCEPT
THAT (I) THE ENFORCEABILITY HEREOF MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS NOW OR HEREAFTER IN EFFECT
AFFECTING CREDITORS' RIGHTS AND (II) THE REMEDY OF SPECIFIC PERFORMANCE AND
INJUNCTIVE AND OTHER FORMS OF EQUITABLE RELIEF MAY BE SUBJECT TO CERTAIN
EQUITABLE DEFENSES AND TO THE DISCRETION OF THE COURT BEFORE WHICH ANY
PROCEEDINGS THEREFOR MAY BE BROUGHT.
SECTION 4.3.
NO CONFLICT.
ASSUMING THAT ALL
CONSENTS, APPROVALS, AUTHORIZATIONS, ORDERS, OTHER ACTIONS, FILINGS AND
NOTIFICATIONS DESCRIBED IN SECTION 4.4 HAVE BEEN OBTAINED, AND SAVE AND EXCEPT
IN RELATION TO THE SECURITYHOLDERS' AGREEMENT (AS AMENDED) THE COMPLIANCE WITH
WHICH IS HEREBY EXPRESSLY WAIVED, THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT BY TH DOES NOT AND WILL NOT (I) VIOLATE, CONFLICT WITH OR RESULT
IN THE BREACH OF ANY PROVISION OF ITS ORGANIZATIONAL DOCUMENTS, (II) CONFLICT
WITH OR VIOLATE ANY LAW, GOVERNMENTAL REGULATION OR GOVERNMENTAL ORDER
APPLICABLE TO TH OR ANY OF ITS ASSETS, PROPERTIES OR BUSINESSES OR (III)
CONFLICT WITH, RESULT IN ANY BREACH OF, CONSTITUTE A DEFAULT (OR EVENT WHICH,
WITH THE GIVING OF NOTICE OR LAPSE OF TIME, OR BOTH, WOULD BECOME A DEFAULT)
UNDER, REQUIRE ANY CONSENT UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION,
AMENDMENT, ACCELERATION, SUSPENSION, REVOCATION OR CANCELLATION OF, OR RESULT IN
THE CREATION OF ANY ENCUMBRANCE ON ANY OF TH'S ASSETS OR PROPERTIES PURSUANT TO,
ANY NOTE, BOND, MORTGAGE OR INDENTURE, CONTRACT, AGREEMENT, LEASE, SUBLEASE,
LICENSE, PERMIT, FRANCHISE OR OTHER INSTRUMENT OR ARRANGEMENT TO WHICH TH IS A
PARTY OR BY WHICH ANY OF ITS ASSETS OR PROPERTIES IS BOUND OR AFFECTED.
SECTION 4.4.
GOVERNMENTAL CONSENTS AND
APPROVALS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY TH DOES
NOT AND WILL NOT REQUIRE ANY CONSENT, APPROVAL, AUTHORIZATION OR OTHER ORDER OF,
ACTION BY, FILING WITH OR NOTIFICATION TO, ANY GOVERNMENTAL AUTHORITY OTHER THAN
SUCH, THE FAILURE OF WHICH TO OBTAIN OR MAKE WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY, TH OR