BROKERAGE COMMISSION, LEGAL,
ACCOUNTING OR SIMILAR PAYMENT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY.
3.20
NO OTHER AGREEMENTS TO SELL THE TRANSFERRED ASSETS.
SELLER HAS NO
LEGAL OBLIGATION, ABSOLUTE OR CONTINGENT, TO ANY OTHER PERSON TO SELL THE
TRANSFERRED ASSETS OR ANY PORTION THEREOF OR TO SELL ANY CAPITAL STOCK OF SELLER
OR TO EFFECT ANY MERGER, CONSOLIDATION OR OTHER REORGANIZATION OF SELLER OR TO
ENTER INTO ANY AGREEMENT WITH RESPECT THERETO, EXCEPT PURSUANT TO THIS
AGREEMENT.
3.21
PRODUCT LIABILITY.
TO THE KNOWLEDGE OF SELLER, SELLER HAS NOT
COMMITTED ANY ACT, AND THERE HAS BEEN NO OMISSION BY SELLER, WHICH IS REASONABLY
LIKELY TO RESULT IN, AND THERE HAS BEEN NO OCCURRENCE RELATING TO ANY PRODUCT OF
SELLER WHICH IS REASONABLY LIKELY TO RESULT IN, PRODUCT LIABILITY (WHETHER
COVERED BY INSURANCE OR NOT) ON THE PART OF SELLER, WITH RESPECT TO PRODUCTS
DISTRIBUTED, DELIVERED OR SOLD BY SELLER PRIOR TO THE CLOSING.
3.22
APPROVALS.
SECTION 3.22 OF THE DISCLOSURE SCHEDULE CONTAINS A LIST
OF ALL MATERIAL APPROVALS OR CONSENTS RELATING TO THE BUSINESS WHICH ARE
REQUIRED TO BE GIVEN TO OR OBTAINED BY SELLER FROM ANY PERSON IN CONNECTION WITH
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, IT BEING
ACKNOWLEDGED THAT THE CONSENTS RELATED TO THE CONTINUED USE OF THE KEY SOFTWARE
LICENSES SHALL BE DEEMED MATERIAL.
ARTICLE 4
PURCHASER'S REPRESENTATIONS AND WARRANTIES
As an inducement of Seller to enter into this Agreement, Purchaser hereby makes
the following representations and warranties to Seller.
4.1
ORGANIZATION.
PURCHASER IS A CORPORATION DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE, WITH FULL
CORPORATE POWER AND AUTHORITY TO CONDUCT ITS BUSINESS AS PRESENTLY BEING
CONDUCTED.
4.2
AUTHORIZATION.
PURCHASER HAS ALL NECESSARY CORPORATE POWER AND
AUTHORITY TO ENTER INTO THIS AGREEMENT AND THE ANCILLARY AGREEMENTS AND HAS
TAKEN ALL CORPORATE OR SIMILAR ACTION NECESSARY TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND
THEREUNDER.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY PURCHASER,
AND THIS AGREEMENT IS, AND UPON EXECUTION AND DELIVERY THEREOF EACH ANCILLARY
AGREEMENT TO WHICH PURCHASER IS A PARTY WILL BE, A VALID AND BINDING OBLIGATION
OF PURCHASER, AS THE CASE MAY BE, ENFORCEABLE AGAINST PURCHASER IN ACCORDANCE
WITH ITS TERMS, EXCEPT THAT ENFORCEABILITY MAY BE LIMITED BY THE EFFECT OF (A)
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS
RELATING TO OR AFFECTING THE RIGHTS OF CREDITORS OR (B) GENERAL PRINCIPLES OF
EQUITY (REGARDLESS OF WHETHER ENFORCEABILITY IS CONSIDERED IN A PROCEEDING AT
LAW OR IN EQUITY).
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4.3
BROKERS; TRANSACTIONS COSTS.
PURCHASER HAS NEITHER ENTERED INTO
OR WILL ENTER INTO ANY CONTRACT, AGREEMENT, ARRANGEMENT OR UNDERSTANDING WITH
ANY PERSON WHICH HAS OR WILL RESULT IN THE OBLIGATION OF SELLER TO PAY ANY
FINDER'S FEE, BROKERAGE COMMISSION, LEGAL, ACCOUNTING OR SIMILAR PAYMENT IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
4.4
TRANSFERRED ASSETS "AS IS"; PURCHASER'S ACKNOWLEDGMENT REGARDING
SAME.
PURCHASER AGREES, WARRANTS, AND REPRESENTS THAT, EXCEPT AS SET FORTH IN
THIS AGREEMENT, (A) PURCHASER