KNOWINGLY ENGAGES OR WILL ENGAGE IN ANY DEALINGS OR TRANSACTIONS WITH
ANY SUCH BLOCKED PERSON.
4.
REPRESENTATIONS AND WARRANTIES OF THE
PURCHASERS.
Each of the Purchasers hereby, severally and not jointly, represents and
warrants to the Co-Borrowers as follows:
4.1
ORGANIZATION.
SUCH PURCHASER IS A COMPANY OR
PARTNERSHIP, AS THE CASE MAY BE, DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF ITS JURISDICTION OF FORMATION.
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4.2
AUTHORIZATION.
SUCH PURCHASER HAS THE COMPANY
OR PARTNERSHIP, AS THE CASE MAY BE, POWER AND AUTHORITY TO EXECUTE AND DELIVER
THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A SIGNATORY,
AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND THEREUNDER, ALL OF WHICH HAVE BEEN
DULY AUTHORIZED BY ALL REQUISITE COMPANY OR PARTNERSHIP, AS THE CASE MAY BE,
ACTION.
THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A
SIGNATORY HAVE BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY SUCH PURCHASER
AND EACH OF THEM CONSTITUTES A VALID AND BINDING AGREEMENT OF SUCH PURCHASER,
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
4.3
ACCESS TO INFORMATION.
SUCH PURCHASER AND ITS
REPRESENTATIVES, IF ANY, HAVE HAD AN OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE
ANSWERS FROM REPRESENTATIVES OF GENAISSANCE CONCERNING ITS BUSINESSES AND
CONDITIONS (FINANCIAL AND OTHER) AND THE TERMS AND CONDITIONS OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, SUCH PURCHASER SHALL BE ENTITLED TO RELY ON THE
REPRESENTATIONS AND WARRANTIES MADE BY THE CO-BORROWERS IN, AND IN CONNECTION
WITH, THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, REGARDLESS OF ANY
INVESTIGATION OF THE CO-BORROWERS OR ANY OF THEIR RESPECTIVE AFFILIATES BY SUCH
PURCHASER, AND NO SUCH INVESTIGATION SHALL LIMIT ANY RIGHTS TO INDEMNIFICATION
HEREUNDER.
4.4
ACCREDITED INVESTOR.
SUCH PURCHASER IS AN
"ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN RULE 501 UNDER THE SECURITIES
ACT.
4.5
INVESTMENT INTENT.
(A)
SUCH PURCHASER IS ACQUIRING THE SECURITIES
FOR ITS OWN ACCOUNT FOR INVESTMENT ONLY AND NOT FOR OR WITH A VIEW TO THE RESALE
OR DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT.
THE PURCHASER HAS
NOT ENTERED INTO ANY CONTRACT, UNDERTAKING, AGREEMENT OR ARRANGEMENT WITH ANY
PERSON TO SELL, TRANSFER OR PLEDGE TO SUCH PERSON OR ANYONE ELSE ANY OF THE
SECURITIES AND SUCH PURCHASER HAS NO PRESENT PLANS OR INTENTIONS TO ENTER INTO
ANY SUCH CONTRACT, UNDERTAKING, AGREEMENT OR ARRANGEMENT.
NOTWITHSTANDING
ANYTHING IN THIS SECTION 4.5(A) TO THE CONTRARY, NOTHING IN THIS SECTION 4.5(A)
SHALL REQUIRE SUCH PURCHASER TO HOLD ANY OF THE SECURITIES FOR ANY PERIOD OF
TIME.
(B)
SUCH PURCHASER HAS THE PRESENT FINANCIAL
ABILITY TO BEAR THE ECONOMIC RISK OF ITS INVESTMENT IN THE SECURITIES, AND SUCH
PURCHASER HAS NO PRESENT NEED FOR IMMEDIATE LIQUIDITY IN SUCH INVESTMENT, AND
THE AMOUNT SO INVESTED DOES NOT CONSTITUTE A SUBSTANTIAL PORTION OF ITS
COMMITTED AND AVAILABLE CAPITAL.
(C)
SUCH PURCHASER, THROUGH ITS AGENTS AND
EMPLOYEES, HAS SUBSTANTIAL EXPERIENCE IN MAKING INVESTMENT DECISIONS OF THIS
TYPE AND/OR IS RELYING ON ITS OWN ADVISORS IN MAKING THIS INVESTMENT DECISION