OBLIGATIONS UNDER THIS AGREEMENT;
AND (4) IS ABLE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
(II)
AUTHORIZATION OF TRANSACTION; NO VIOLATION. THE EXECUTION,
DELIVERY AND PERFORMANCE BY EACH SELLER OF THIS AGREEMENT AND THE RELATED
DOCUMENTS TO WHICH SUCH SELLER IS A PARTY AND, WITHOUT LIMITING THE FOREGOING,
THE CREATION OF ALL OWNERSHIP INTERESTS PROVIDED FOR HEREIN: (1) HAVE BEEN DULY
10
AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF SUCH SELLER, AND (2) DO NOT
VIOLATE ANY PROVISION OF ANY LAW OR REGULATION OF ANY GOVERNMENTAL AUTHORITY, OR
CONTRACTUAL OR OTHER RESTRICTIONS BINDING ON SUCH SELLER, EXCEPT WHERE SUCH
VIOLATIONS, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
(III)
ENFORCEABILITY. EACH SELLER IS IN COMPLIANCE WITH ALL MATERIAL
PROVISIONS OF THIS AGREEMENT AND ANY RELATED DOCUMENTS TO WHICH SUCH SELLER IS A
PARTY.
THIS AGREEMENT AND ANY RELATED DOCUMENTS TO WHICH SUCH SELLER IS A PARTY
HAVE BEEN DULY EXECUTED AND DELIVERED BY SUCH SELLER AND CONSTITUTES A LEGAL,
VALID AND BINDING OBLIGATION OF SUCH SELLER ENFORCEABLE AGAINST IT IN ACCORDANCE
WITH ITS TERMS.
(IV)
NO PROCEEDINGS. THERE ARE NO PROCEEDINGS OR, TO THE BEST KNOWLEDGE
OF EACH SELLER, INVESTIGATIONS, PENDING OR THREATENED IN WRITING AGAINST SUCH
SELLER, BEFORE ANY GOVERNMENTAL AUTHORITY (I) ASSERTING THE INVALIDITY OF THIS
AGREEMENT, (II) SEEKING TO PREVENT THE CONSUMMATION OF ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, (III) SEEKING ANY DETERMINATION OR RULING THAT,
IN THE REASONABLE JUDGMENT OF SUCH SELLER, COULD REASONABLY BE EXPECTED TO
MATERIALLY AND ADVERSELY AFFECT THE PERFORMANCE BY SUCH SELLER OF ITS
OBLIGATIONS UNDER THIS AGREEMENT OR (IV) SEEKING ANY DETERMINATION OR RULING
THAT COULD REASONABLY BE EXPECTED TO MATERIALLY AND ADVERSELY AFFECT THE
VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT.
(V)
ACCURACY OF CERTAIN INFORMATION. ALL WRITTEN FACTUAL INFORMATION
HERETOFORE FURNISHED BY EACH SELLER TO BUYER WITH RESPECT TO THE TRANSFERRED
RECEIVABLES FOR THE PURPOSES OF, OR IN CONNECTION WITH, THIS AGREEMENT WAS TRUE
AND CORRECT IN ALL MATERIAL RESPECTS ON THE DATE AS OF WHICH SUCH INFORMATION
WAS STATED OR CERTIFIED.
(VI)
TRANSFERRED RECEIVABLES. WITH RESPECT TO EACH TRANSFERRED
RECEIVABLE, THE SELLER OF SUCH TRANSFERRED RECEIVABLE REPRESENTS AND WARRANTS
THAT AS OF THE CLOSING DATE:
(1)
each Transferred Receivable satisfies the criteria for an
Eligible Receivable as of the Closing Date, except, with respect to an
Additional Receivable, to the extent expressly set forth in Schedule 2 for such
Additional Receivable; and
(2)
all authorizations, consents, orders or approvals of or
registrations or declarations with any Governmental Authority required
to be
obtained, effected or given by such Seller in connection with the conveyance by
such Seller of such Transferred Receivable to Buyer have been duly obtained,
effected or given and are in full force and effect.
(VII)
PRODUCTS.
ALL PRODUCTS RELATING TO TRANSFERRED RECEIVABLES ARE OF
MERCHANTABLE QUALITY AND ARE IN CONFORMANCE WITH THE TERMS AND CONDITIONS OF ANY
11
APPLICABLE FINANCING AGREEMENT.
THE ORIGINAL PRICE PAID BY THE ACCOUNT DEBTOR
FOR THE PRODUCTS DOES