SALE, AND THE CONSUMMATION BY BUYER
AND PARENT OF ITS OBLIGATIONS CONTAINED HEREIN AND THEREIN, HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE ACTIONS OF BUYER AND PARENT, AND SUCH
AGREEMENTS HAVE BEEN DULY EXECUTED AND DELIVERED BY BUYER AND PARENT.
THIS
AGREEMENT IS A VALID AND BINDING AGREEMENT OF BUYER AND PARENT, ENFORCEABLE
AGAINST BUYER AND PARENT IN ACCORDANCE WITH ITS TERMS, AND, UPON EXECUTION AND
DELIVERY, THE BILL OF SALE WILL BE VALID AND BINDING AGREEMENTS OF BUYER AND
PARENT AND SHALL BE ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS ENFORCEABILITY OF THE OBLIGATIONS OF BUYER AND PARENT UNDER THIS
AGREEMENT AND THE BILL OF SALE MAY BE LIMITED BY (I) BANKRUPTCY, INSOLVENCY,
MORATORIUM OR OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY, AND (II)
GENERAL PRINCIPLES OF EQUITY RELATING TO THE AVAILABILITY OF EQUITABLE REMEDIES
(WHETHER SUCH AGREEMENTS ARE SOUGHT TO BE ENFORCED IN A PROCEEDING AT LAW OR A
PROCEEDING IN EQUITY).
IT IS NOT NECESSARY FOR BUYER OR PARENT TO TAKE ANY
ACTION OR TO OBTAIN ANY APPROVAL, CONSENT OR RELEASE BY OR FROM ANY THIRD
PERSON, GOVERNMENTAL OR OTHER, TO ENABLE BUYER OR PARENT TO ENTER INTO OR
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE BILL OF SALE.
4.2
ORGANIZATION AND STANDING.
BUYER AND PARENT ARE CORPORATIONS DULY
ORGANIZED AND VALIDLY EXISTING UNDER, AND ARE IN GOOD STANDING UNDER, THE LAWS
OF THE PROVINCE OF ONTARIO AND STATE OF DELAWARE, RESPECTIVELY.
BUYER AND
PARENT HAVE THE REQUISITE CORPORATE POWER TO OWN AND OPERATE THEIR RESPECTIVE
PROPERTIES AND ASSETS, AND TO CARRY ON THEIR RESPECTIVE BUSINESS AS PRESENTLY
CONDUCTED.
BUYER AND PARENT ARE DULY QUALIFIED TO DO BUSINESS AND ARE IN GOOD
STANDING IN EACH JURISDICTION IN WHICH THE CHARACTER OF THE BUSINESS CONDUCTED
BY THEM OR THE LOCATION OF THE PROPERTIES OWNED OR LEASED BY THEM MAKE SUCH
QUALIFICATION NECESSARY, EXCEPT FOR JURISDICTIONS IN WHICH THE FAILURE TO SO
QUALIFY WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON BUYER OR PARENT.
4.3
SEC DOCUMENTS; FINANCIAL STATEMENTS.
(A)
PARENT HAS FILED ALL FORMS, REPORTS AND DOCUMENTS REQUIRED TO BE
FILED BY PARENT WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") SINCE
JULY 1, 2005 (THE "SEC DOCUMENTS").
AS OF THEIR RESPECTIVE FILING DATES, THE
SEC DOCUMENTS COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE
SECURITIES ACT AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"EXCHANGE ACT"), AND NONE OF THE SEC DOCUMENTS CONTAINED ANY UNTRUE STATEMENT OF
A MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE STATED
THEREIN OR NECESSARY TO MAKE THE STATEMENTS MADE THEREIN, IN LIGHT OF THE
CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING, EXCEPT TO THE EXTENT
CORRECTED BY SUBSEQUENTLY FILED SEC DOCUMENTS.
(B)
THE FINANCIAL STATEMENTS OF PARENT INCLUDED IN THE SEC DOCUMENTS
WERE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THEIR RESPECTIVE FILING
DATES; COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING
REQUIREMENTS AND WITH THE PUBLISHED RULES AND REGULATIONS OF