OR VIOLATE ANY LAW,
JUDICIAL OR ADMINISTRATIVE ORDER, WRIT, AWARD, JUDGMENT, INJUNCTION OR DECREE TO
WHICH PURCHASER IS SUBJECT; (III) REQUIRE PURCHASER TO MAKE ANY FILING WITH,
OBTAIN ANY PERMIT, CONSENT, LICENSE OR APPROVAL OF, OR GIVE ANY NOTICE TO, ANY
GOVERNMENTAL AUTHORITY; (IV) RESULT IN ANY BREACH OF OR CONSTITUTE A DEFAULT (OR
AN EVENT THAT WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD BECOME A DEFAULT)
UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT, ACCELERATION OR
CANCELLATION OF, OR RIGHT TO REQUIRE REPURCHASE, PURSUANT TO, ANY MATERIAL
CONTRACT TO WHICH PURCHASER IS A PARTY OR BY WHICH ANY OF ITS PROPERTIES IS
BOUND OR AFFECTED; OR (V) RESULT IN THE CREATION OF ANY LIEN ON ANY OF
PURCHASER'S ASSETS (OTHER THAN AS CONTEMPLATED BY THE SECURITY AGREEMENT),
EXCEPT, IN THE CASE OF CLAUSES (II), (III) AND (IV) FOR SUCH CONFLICTS,
VIOLATIONS, FILINGS, PERMITS, CONSENTS, LICENSES, APPROVALS, NOTICES, BREACHES
OR CONFLICTS THAT WOULD NOT (A) HAVE A MATERIAL ADVERSE EFFECT OR IMPAIR THE
VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, ANY CLOSING AGREEMENT OR ANY
TRANSFERRED ASSET OR (B) PROHIBIT PURCHASER FROM CONSUMMATING THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR THE CLOSING AGREEMENTS TO WHICH IT IS A PARTY
OR PERFORMING ITS OBLIGATIONS HEREUNDER OR THEREUNDER.
SECTION 3.4
ENFORCEABILITY. EACH OF THIS AGREEMENT AND THE CLOSING
AGREEMENTS TO WHICH IT IS A PARTY HAVE BEEN DULY EXECUTED AND DELIVERED BY
PURCHASER, AND (ASSUMING DUE AUTHORIZATION, EXECUTION AND DELIVERY BY EACH OTHER
PARTY THERETO, IF APPLICABLE) EACH OF THIS AGREEMENT AND THE CLOSING AGREEMENTS
TO WHICH IT IS A PARTY CONSTITUTES THE LEGAL, VALID AND
ASSET PURCHASE AGREEMENT - PAGE 6
BINDING OBLIGATIONS OF PURCHASER, ENFORCEABLE AGAINST PURCHASER IN ACCORDANCE
WITH THE TERMS THEREOF, EXCEPT AS THE SAME MAY BE LIMITED BY (I) BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING GENERALLY
THE ENFORCEMENT OF CREDITORS' RIGHTS AND (II) GENERAL PRINCIPLES OF EQUITY
(REGARDLESS OF WHETHER ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN EQUITY OR
AT LAW).
SECTION 3.5
LITIGATION. THERE IS NO ACTION PENDING OR, TO
PURCHASER'S KNOWLEDGE, THREATENED, AGAINST PURCHASER, OR ANY PROPERTY OR ASSET
OF PURCHASER, BEFORE ANY COURT, ARBITRATOR OR GOVERNMENTAL AUTHORITY, DOMESTIC
OR FOREIGN, WHICH (I) QUESTIONS THE LEGALITY, VALIDITY OR ENFORCEABILITY OF THIS
AGREEMENT OR (II) MAY HAVE THE EFFECT OF DELAYING OR PREVENTING THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE CLOSING
AGREEMENTS.
SECTION 3.6
FINANCING AND SBA QUALIFICATION. PURCHASER HAS OR WILL
HAVE ON THE CLOSING DATE SUFFICIENT FUNDS TO PERMIT PURCHASER TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY AND TO SATISFY ALL OF THE CONDITIONS TO
QUALIFICATION AS AN SBLC IMPOSED BY THE SBA.
ARTICLE 4
COVENANTS OF SELLERS AND PURCHASER
SECTION 4.1
PRE-OPERATIONAL PERIOD. FIRSTCITY BLC COVENANTS AND
AGREES THAT FROM AND AFTER THE EFFECTIVE DATE UNTIL THE CLOSING DATE IT WILL
MAKE AVAILABLE TO PURCHASER ADVANCES IN THE FORM OF WORKING CAPITAL LOANS
("WORKING CAPITAL LOANS") UNDER A LINE OF CREDIT IN AN AGGREGATE OUTSTANDING
AMOUNT OF NOT LESS THAN $325,000