INSOLVENCY,
REORGANIZATION, MORATORIUM, LIQUIDATION AND OTHER SIMILAR LAWS RELATING TO, OR
AFFECTING GENERALLY, THE ENFORCEMENT OF APPLICABLE CREDITORS' RIGHTS AND
REMEDIES.
(I)
RECEIPT OF DOCUMENTS.
EACH BUYER AND
HIS OR ITS COUNSEL HAS RECEIVED AND READ IN THEIR ENTIRETY:
(I) THIS AGREEMENT
AND EACH REPRESENTATION, WARRANTY AND COVENANT SET FORTH HEREIN AND THE
TRANSACTION DOCUMENTS (AS DEFINED HEREIN); (II) ALL DUE DILIGENCE AND OTHER
INFORMATION NECESSARY TO VERIFY THE ACCURACY AND COMPLETENESS OF SUCH
REPRESENTATIONS, WARRANTIES AND COVENANTS; (III) THE COMPANY'S FORM 10-K FOR THE
FISCAL YEAR ENDED JUNE 30, 2006; (IV) THE COMPANY'S FORM 10-Q FOR THE FISCAL
QUARTER ENDED MARCH 31, 2007 AND (V) ANSWERS TO ALL QUESTIONS EACH BUYER
SUBMITTED TO THE COMPANY REGARDING AN INVESTMENT IN THE COMPANY; AND EACH BUYER
HAS RELIED ON THE INFORMATION CONTAINED THEREIN AND HAS NOT BEEN FURNISHED ANY
OTHER DOCUMENTS, LITERATURE, MEMORANDUM OR PROSPECTUS.
(J)
DUE FORMATION OF CORPORATE AND OTHER
BUYERS.
IF THE BUYER(S) IS A CORPORATION, TRUST, PARTNERSHIP OR OTHER ENTITY
THAT IS NOT AN INDIVIDUAL PERSON, IT HAS BEEN FORMED AND VALIDLY EXISTS AND HAS
NOT BEEN ORGANIZED FOR THE SPECIFIC PURPOSE OF PURCHASING THE SECURITIES AND IS
NOT PROHIBITED FROM DOING SO.
(K)
NO LEGAL ADVICE FROM THE COMPANY.
EACH
BUYER ACKNOWLEDGES, THAT IT HAD THE OPPORTUNITY TO REVIEW THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WITH HIS OR ITS OWN LEGAL COUNSEL
AND INVESTMENT AND TAX ADVISORS.
EACH BUYER IS RELYING SOLELY ON SUCH COUNSEL
AND ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY
OF ITS REPRESENTATIVES OR AGENTS FOR LEGAL, TAX OR INVESTMENT ADVICE WITH
RESPECT TO THIS INVESTMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR
THE SECURITIES LAWS OF ANY JURISDICTION.
6
3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
Except as set forth under the corresponding section of the Disclosure Schedules
or in the Company's SEC Documents (as defined below) which Disclosure Schedules
and/or SEC Documents shall be deemed a part hereof and to qualify any
representation or warranty otherwise made herein to the extent of such
disclosure, the Company hereby makes the representations and warranties set
forth below to each Buyer:
(A)
SUBSIDIARIES.
ALL OF THE DIRECT AND
INDIRECT SUBSIDIARIES OF THE COMPANY ARE SET FORTH ON SCHEDULE 3(A).
THE
COMPANY OWNS, DIRECTLY OR INDIRECTLY, ALL OF THE CAPITAL STOCK OR OTHER EQUITY
INTERESTS OF EACH SUBSIDIARY FREE AND CLEAR OF ANY LIENS, AND ALL THE ISSUED AND
OUTSTANDING SHARES OF CAPITAL STOCK OF EACH SUBSIDIARY ARE VALIDLY ISSUED AND
ARE FULLY PAID, NON-ASSESSABLE AND FREE OF PREEMPTIVE AND SIMILAR RIGHTS TO
SUBSCRIBE FOR OR PURCHASE SECURITIES.
(B)
ORGANIZATION AND QUALIFICATION.
THE COMPANY
AND ITS SUBSIDIARIES ARE CORPORATIONS DULY ORGANIZED AND VALIDLY EXISTING IN
GOOD STANDING UNDER THE LAWS OF THE JURISDICTION IN WHICH THEY ARE INCORPORATED,
AND HAVE THE REQUISITE CORPORATE POWER TO OWN THEIR PROPERTIES AND TO CARRY ON
THEIR BUSINESS AS NOW BEING CONDUCTED.
EACH OF THE COMPANY AND ITS SUBSIDIARIES
IS DULY QUALIFIED AS A FOREIGN CORPORATION TO DO BUSINESS