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 OR DEFAULT 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 CONDUCT 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, COULD NOT
HAVE OR REASONABLY BE EXPECTED TO RESULT IN (I) A MATERIAL ADVERSE EFFECT ON THE
LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY TRANSACTION DOCUMENT, (II) A
MATERIAL ADVERSE EFFECT ON THE RESULTS OF OPERATIONS, ASSETS, BUSINESS,
PROSPECTS OR FINANCIAL CONDITION OF THE COMPANY AND THE SUBSIDIARIES, TAKEN AS A
WHOLE (OTHER THAN ANY OF THE FOLLOWING, EITHER ALONE OR IN COMBINATION: (A) ANY
EFFECT OR CHANGE OCCURRING AS A RESULT OF (1) GENERAL ECONOMIC OR FINANCIAL
CONDITIONS OR (2) OTHER DEVELOPMENTS WHICH ARE NOT UNIQUE TO THE COMPANY BUT
ALSO AFFECT OTHER PERSONS OR ENTITIES IN THE COMPANY'S INDUSTRY; (B) ANY CHANGE
OR EFFECT RESULTING FROM A DELAY IN THE CLOSING NOT CAUSED DIRECTLY OR
INDIRECTLY BY THE COMPANY; OR (C) FAILURE OF THE COMPANY'S RESULTS OF OPERATIONS
TO MEET ANY INTERNAL OR EXTERNAL PROJECTIONS, PREDICTIONS, ESTIMATES OR
EXPECTATIONS, OR (III) A MATERIAL ADVERSE EFFECT ON THE COMPANY'S ABILITY TO
PERFORM IN ANY MATERIAL RESPECT ON A TIMELY BASIS ITS OBLIGATIONS UNDER ANY
TRANSACTION DOCUMENT (ANY OF (I), (II) OR (III), A "MATERIAL ADVERSE EFFECT")
AND NO PROCEEDING HAS BEEN INSTITUTED IN ANY SUCH JURISDICTION REVOKING,
LIMITING OR CURTAILING OR SEEKING TO REVOKE, LIMIT OR CURTAIL SUCH POWER AND
AUTHORITY OR QUALIFICATION.
(C)
AUTHORIZATION; ENFORCEMENT.
SUBJECT TO
OBTAINING THE REQUIRED APPROVALS, THE COMPANY HAS THE REQUISITE CORPORATE POWER
AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY
EACH OF THE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT ITS OBLIGATIONS
THEREUNDER.
SUBJECT TO OBTAINING THE REQUIRED APPROVALS, THE EXECUTION AND
DELIVERY OF EACH OF THE TRANSACTION DOCUMENTS BY THE COMPANY AND THE
CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED THEREBY HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF THE COMPANY AND NO FURTHER
ACTION IS REQUIRED BY THE COMPANY IN CONNECTION THEREWITH OTHER THAN IN
CONNECTION WITH THE REQUIRED APPROVALS.
SUBJECT TO OBTAINING THE REQUIRED
APPROVALS, EACH TRANSACTION DOCUMENTS HAS BEEN (OR UPON DELIVERY WILL HAVE BEEN)
DULY EXECUTED BY THE COMPANY AND, WHEN DELIVERED IN ACCORDANCE WITH THE TERMS
HEREOF, WILL CONSTITUTE THE VALID AND
10
BINDING OBLIGATION OF THE COMPANY ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE
WITH ITS TERMS EXCEPT (I) AS LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM