TAX-FREE TREATMENT UNDER SECTION 355 OF THE CODE WHICH
TOOK PLACE DURING THE TWO YEAR PERIOD ENDING ON THE DATE OF THIS AGREEMENT.
5.20
PRODUCTS.
COMPANY HAS NOT, DURING THE PAST THREE
YEARS, WHETHER VOLUNTARILY OR AS A RESULT OF ANY ACTION BY ANY GOVERNMENTAL BODY
OR REGULATORY AUTHORITY OR TRADE OR CONSUMER GROUP, GENERALLY RECALLED OR
WITHDRAWN A PRODUCT FOR ANY REASON, INCLUDING ANY MANUFACTURING OR LABELING
DEFECT, OR ISSUED ANY PRESS RELEASE OR PUBLIC STATEMENTS ADVISING ITS TRADE
CUSTOMERS OR CONSUMERS OF ITS PRODUCTS TO TREAT SUCH PRODUCTS IN ANY MANNER
OTHER THAN IN THE ORDINARY COURSE.
5.21
NO OTHER REPRESENTATIONS OR WARRANTIES.
EXCEPT FOR
THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN OR IN THE CERTIFICATE TO BE
DELIVERED BY SELLER PURSUANT TO SECTION 3.3(A) OF THIS AGREEMENT, NONE OF
SELLER, ANY AFFILIATE OF SELLER, ANY OF ITS OR ITS AFFILIATES' OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, ADVISORS, REPRESENTATIVES OR ANY OTHER PERSON
MAKES ANY REPRESENTATIONS OR WARRANTIES, AND SELLER HEREBY DISCLAIMS ANY OTHER
REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SELLER OR ANY AFFILIATE OF
SELLER, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ADVISORS, REPRESENTATIVES OR OTHER PERSON, WITH RESPECT TO THE
26
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY
OR COMPANY, THE COMPANY SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, ASSETS OR
LIABILITIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ITS
REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY
ONE OR MORE OF THE FOREGOING.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as follows:
6.1
ORGANIZATION.
BUYER IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE.
6.2
POWER.
BUYER HAS ALL REQUISITE CORPORATE
POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT, TO PERFORM ITS OBLIGATIONS
HEREUNDER AND TO CONSUMMATE THE PURCHASE OF THE SHARES AND OTHER TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
6.3
AUTHORIZATION.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL NECESSARY
CORPORATE AND STOCKHOLDER ACTION ON THE PART OF BUYER.
THIS AGREEMENT HAS BEEN
DULY AND VALIDLY EXECUTED AND DELIVERED BY BUYER AND IS A VALID AND BINDING
OBLIGATION OF BUYER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND SIMILAR LAWS
OF GENERAL APPLICABILITY RELATING TO OR AFFECTING CREDITORS' RIGHTS AND TO
GENERAL PRINCIPLES OF EQUITY.
6.4
NONCONTRAVENTION.
NEITHER THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT, NOR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY, NOR COMPLIANCE BY BUYER WITH ANY OF THE
PROVISIONS HEREOF WILL:
(A)
CONFLICT WITH OR RESULT IN A BREACH OF ANY
PROVISION OF ITS CERTIFICATE OF INCORPORATION OR BY-LAWS OR SIMILAR GOVERNING
DOCUMENTS;
(B)
CAUSE A DEFAULT (OR GIVE RISE TO ANY RIGHT
OF TERMINATION, CANCELLATION OR ACCELERATION) UNDER ANY MATERIAL AGREEMENT OR
OTHER MATERIAL OBLIGATION TO WHICH BUYER IS A PARTY, EXCEPT FOR SUCH MATTERS AS
WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE