TO THE TRANSACTION CONTEMPLATED
HEREIN, AND SELLER WILL TAKE ALL SUCH FURTHER ACTIONS AS ARE NECESSARY OR
APPROPRIATE TO CAUSE THE TRANSACTION CONTEMPLATED HEREBY TO COMPLY WITH ALL
APPLICABLE LAW.
3.6
THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN ARE ACCURATE IN ALL
MATERIAL RESPECTS.
NONE OF THE PERIODIC AND OTHER REPORTS OF THE SELLER FILED
WITH THE SEC UNDER THE EXCHANGE ACT SINCE JANUARY 1, 2007, CONTAIN ANY
MISSTATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO
PREVENT THE STATEMENTS MADE HEREIN OR THEREIN FROM BEING MISLEADING.
SINCE THE
FILING OF SELLER'S MOST RECENT ANNUAL REPORT ON FORM 10-K WITH THE SECURITIES
AND EXCHANGE COMMISSION ("SEC"), THERE HAS BEEN NO MATERIAL ADVERSE CHANGE TO
SELLER'S FINANCIAL CONDITION OR ITS RESULTS OF OPERATIONS OF THE KIND REQUIRED
TO BE DISCLOSED IN FILINGS WITH THE SEC UNDER APPLICABLE FEDERAL SECURITIES LAWS
THAT HAVE NOT BEEN SO DISCLOSED BY SELLER.
4.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER.
IN ADDITION TO THE
WARRANTIES, REPRESENTATIONS AND COVENANTS OF BUYER CONTAINED ELSEWHERE HEREIN,
BUYER HEREBY WARRANTS, REPRESENTS AND COVENANTS TO SELLER AS FOLLOWS:
4.1
BUYER POSSESSES ALL REQUISITE POWER AND AUTHORITY TO EXECUTE AND DELIVER
THIS AGREEMENT AND PERFORM ALL OF ITS OBLIGATIONS HEREUNDER, AND NO ADDITIONAL
CONSENT OR APPROVAL OF ANY OTHER PERSON, ENTITY OR GOVERNMENTAL AUTHORITY IS
REQUIRED THEREFOR.
THIS AGREEMENT IS A VALID AND BINDING OBLIGATION OF BUYER
AND IS FULLY ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS AND CONDITIONS.
4.2
BUYER IS AN "ACCREDITED INVESTOR," AS THAT TERM IS DEFINED IN RULE 501 OF
REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
AND IS A SOPHISTICATED INVESTOR AS DESCRIBED IN RULE 506(B)(2)(II) OF
REGULATION D UNDER THE SECURITIES ACT.
BUYER IS NOT AN OFFICER, DIRECTOR OR
"AFFILIATE" (AS THAT TERM IS DEFINED IN RULE 405 PROMULGATED UNDER THE
SECURITIES ACT) OF SELLER.
4.3
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY BUYER WILL NOT VIOLATE ANY
LAW, REGULATION, DECREE, WRIT, ORDER OR INJUNCTION WHICH, COLLECTIVELY, WOULD
HAVE A MATERIAL ADVERSE EFFECT UPON THE BUYER'S ABILITY TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY.
4.4
THE REPRESENTATIONS AND WARRANTIES MADE HEREIN ARE ACCURATE IN ALL MATERIAL
RESPECTS.
BUYER WILL HAVE THE FUNDS TO PAY THE PURCHASE PRICE AS OF THE CLOSING
DATE.
4.5
BUYER UNDERSTANDS THAT THE OFFERING AND SALE OF SELLER COMMON STOCK UNDER
THIS AGREEMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, IN RELIANCE ON
THE EXEMPTION FOR NON-PUBLIC OFFERINGS PROVIDED BY SECTION 4(2) OF THE
SECURITIES ACT AND REGULATIONS PROMULGATED THEREUNDER, AND THAT BUYER HAS NO
RIGHT TO REQUIRE SUCH REGISTRATION.
BUYER FURTHER UNDERSTANDS THAT THE OFFERING
AND SALE OF SELLER COMMON STOCK HAS NOT BEEN QUALIFIED OR REGISTERED UNDER THE
SECURITIES LAWS OF THE COMMONWEALTH OF PENNSYLVANIA IN RELIANCE UPON EXEMPTIONS
UNDER SUCH
3
LAWS AND IN RELIANCE UPON THE REPRESENTATIONS MADE AND INFORMATION FURNISHED BY
BUYER IN THIS AGREEMENT; THAT THE OFFERING AND SALE OF SELLER COMMON STOCK HAS
NOT BEEN REVIEWED BY THE SEC, ANY STATE