EXECUTED BY SUCH PURCHASER.
(C)
ALL REPRESENTATIONS AND WARRANTIES OF THE
OTHER PARTY CONTAINED HEREIN SHALL REMAIN TRUE AND CORRECT AS OF THE CLOSING
DATE AND ALL COVENANTS OF THE OTHER PARTY SHALL HAVE BEEN PERFORMED IF DUE PRIOR
TO SUCH DATE.
5
(D)
FROM THE DATE HEREOF TO THE CLOSING DATE,
TRADING IN THE COMMON STOCK SHALL NOT HAVE BEEN SUSPENDED BY THE COMMISSION
(EXCEPT FOR ANY SUSPENSION OF TRADING OF LIMITED DURATION AGREED TO BY THE
COMPANY, WHICH SUSPENSION SHALL BE TERMINATED PRIOR TO THE CLOSING), AND, AT ANY
TIME PRIOR TO THE CLOSING DATE, TRADING IN SECURITIES GENERALLY AS REPORTED BY
BLOOMBERG FINANCIAL MARKETS SHALL NOT HAVE BEEN SUSPENDED OR LIMITED, OR MINIMUM
PRICES SHALL NOT HAVE BEEN ESTABLISHED ON SECURITIES WHOSE TRADES ARE REPORTED
BY SUCH SERVICE, OR ON ANY TRADING
MARKET, NOR SHALL A BANKING MORATORIUM HAVE
BEEN DECLARED EITHER BY THE UNITED STATES OR NEW YORK STATE AUTHORITIES NOR
SHALL THERE HAVE OCCURRED ANY NEW MATERIAL OUTBREAK OR ESCALATION OF HOSTILITIES
OR OTHER NATIONAL OR INTERNATIONAL CALAMITY OF SUCH MAGNITUDE IN ITS EFFECT ON,
OR ANY MATERIAL ADVERSE CHANGE IN, ANY FINANCIAL MARKET WHICH, IN EACH CASE, IN
THE REASONABLE JUDGMENT OF EACH PURCHASER, MAKES IT IMPRACTICABLE OR INADVISABLE
TO PURCHASE THE SHARES AT THE SUCH CLOSING.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
III.1
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
EXCEPT AS SET FORTH UNDER THE CORRESPONDING SECTION OF THE DISCLOSURE SCHEDULES
ATTACHED HERETO (THE "DISCLOSURE SCHEDULES") WHICH DISCLOSURE SCHEDULES SHALL BE
DEEMED A PART HEREOF, THE COMPANY HEREBY MAKES THE REPRESENTATIONS AND
WARRANTIES SET FORTH BELOW TO EACH PURCHASER
(A)
SUBSIDIARIES.
THE COMPANY HAS NO DIRECT OR
INDIRECT SUBSIDIARIES.
THE COMPANY OWNS, DIRECTLY OR INDIRECTLY, ALL OF THE
CAPITAL STOCK OR OTHER EQUITY INTERESTS OF EACH SUBSIDIARY FREE AND CLEAR OF ANY
LIENS, AND ALL THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF EACH
SUBSIDIARY ARE VALIDLY ISSUED AND ARE FULLY PAID, NON-ASSESSABLE AND FREE OF
PREEMPTIVE AND SIMILAR RIGHTS.
IF THE COMPANY HAS NO SUBSIDIARIES, THEN
REFERENCES IN THE TRANSACTION DOCUMENTS TO THE SUBSIDIARIES WILL BE DISREGARDED.
(B)
ORGANIZATION AND QUALIFICATION.
EACH OF THE
COMPANY AND THE SUBSIDIARIES IS AN ENTITY DULY INCORPORATED OR OTHERWISE
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS INCORPORATION OR ORGANIZATION (AS APPLICABLE), WITH THE
REQUISITE POWER AND AUTHORITY TO OWN AND USE ITS PROPERTIES AND ASSETS AND TO
CARRY ON ITS BUSINESS AS CURRENTLY CONDUCTED.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY IS IN VIOLATION OF ANY OF THE PROVISIONS OF ITS RESPECTIVE
CERTIFICATE OR ARTICLES OF INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL OR
CHARTER DOCUMENTS.
EACH OF THE COMPANY AND THE SUBSIDIARIES IS DULY QUALIFIED
TO DO BUSINESS AND IS IN GOOD STANDING AS A FOREIGN CORPORATION OR OTHER ENTITY
IN EACH JURISDICTION IN WHICH THE NATURE OF THE BUSINESS CONDUCTED OR PROPERTY
OWNED BY IT MAKES SUCH QUALIFICATION NECESSARY, EXCEPT WHERE THE FAILURE TO BE
SO QUALIFIED OR IN GOOD STANDING, AS THE CASE MAY BE, (I) COULD