PCLN SUB.
SECTION 4.5.
BROKERS.
NO PERSON IS ENTITLED
TO ANY BROKERAGE, FINDER'S OR OTHER FEE OR COMMISSION IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BASED UPON ARRANGEMENTS MADE BY OR
ON BEHALF OF TH.
13
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PCLN SUB
PCLN SUB represents and warrants to the Company and TH as follows:
SECTION 5.1.
ORGANIZATION. PCLN SUB IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE STATE OF DELAWARE, UNITED STATES OF AMERICA.
SECTION 5.2.
CORPORATE AUTHORITY.
(A)
PCLN SUB HAS FULL POWER AND AUTHORITY TO
EXECUTE, DELIVER AND PERFORM THIS AGREEMENT; AND
(B)
THIS AGREEMENT AND THE ANCILLARY AGREEMENTS
HAVE BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED AND DELIVERED BY PCLN SUB AND
CONSTITUTE VALID AND BINDING OBLIGATIONS OF PCLN SUB, ENFORCEABLE AGAINST PCLN
SUB IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT THAT (I) THE
ENFORCEABILITY HEREOF MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER SIMILAR LAWS NOW OR HEREAFTER IN EFFECT AFFECTING CREDITORS'
RIGHTS AND (II) THE REMEDY OF SPECIFIC PERFORMANCE AND INJUNCTIVE AND OTHER
FORMS OF EQUITABLE RELIEF MAY BE SUBJECT TO CERTAIN EQUITABLE DEFENSES AND TO
THE DISCRETION OF THE COURT BEFORE WHICH ANY PROCEEDINGS THEREFOR MAY BE
BROUGHT.
SECTION 5.3.
NO CONFLICT.
ASSUMING THAT ALL
CONSENTS, APPROVALS, AUTHORIZATIONS, ORDERS, OTHER ACTIONS, FILINGS AND
NOTIFICATIONS DESCRIBED IN SECTION 5.4 HAVE BEEN OBTAINED, AND SAVE AND EXCEPT
IN RELATION TO THE SECURITYHOLDERS' AGREEMENT (AS AMENDED) THE COMPLIANCE WITH
WHICH IS HEREBY EXPRESSLY WAIVED , THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT BY PCLN SUB DOES NOT AND WILL NOT (I) VIOLATE, CONFLICT WITH OR
RESULT IN THE BREACH OF ANY PROVISION OF ITS ORGANIZATIONAL DOCUMENTS, (II)
CONFLICT WITH OR VIOLATE ANY LAW, GOVERNMENTAL REGULATION OR GOVERNMENTAL ORDER
APPLICABLE TO PCLN SUB OR ANY OF ITS ASSETS, PROPERTIES OR BUSINESSES OR (III)
CONFLICT WITH, RESULT IN ANY BREACH OF, CONSTITUTE A DEFAULT (OR EVENT WHICH,
WITH THE GIVING OF NOTICE OR LAPSE OF TIME, OR BOTH, WOULD BECOME A DEFAULT)
UNDER, REQUIRE ANY CONSENT UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION,
AMENDMENT, ACCELERATION, SUSPENSION, REVOCATION OR CANCELLATION OF, OR RESULT IN
THE CREATION OF ANY ENCUMBRANCE ON ANY OF PCLN SUB'S ASSETS OR PROPERTIES
PURSUANT TO, ANY NOTE, BOND, MORTGAGE OR INDENTURE, CONTRACT, AGREEMENT, LEASE,
SUBLEASE, LICENSE, PERMIT, FRANCHISE OR OTHER INSTRUMENT OR ARRANGEMENT TO WHICH
PCLN SUB IS A PARTY OR BY WHICH ANY OF ITS ASSETS OR PROPERTIES IS BOUND OR
AFFECTED.
SECTION 5.4.
GOVERNMENTAL CONSENTS AND
APPROVALS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY PCLN
SUB DOES NOT AND WILL NOT REQUIRE ANY CONSENT, APPROVAL, AUTHORIZATION OR OTHER
ORDER OF, ACTION BY, FILING WITH OR NOTIFICATION TO, ANY GOVERNMENTAL AUTHORITY
OTHER THAN SUCH, THE FAILURE OF WHICH TO OBTAIN OR MAKE WOULD NOT, INDIVIDUALLY
OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY, TH OR PCLN
SUB.
SECTION 5.5.
BROKERS.
NO PERSON IS ENTITLED
TO ANY BROKERAGE, FINDER'S OR OTHER FEE OR