COMPENSATION
9
2.23
COMPANY DOCUMENTS
9
2.24
ACQUISITION OF SHARES FOR OWN ACCOUNT
9
2.25
DISCLOSURE OF INFORMATION
9
2.26
INVESTMENT EXPERIENCE
9
2.27
ACCREDITED INVESTOR
10
2.28
RESTRICTED SECURITIES
10
2.29
FURTHER LIMITATIONS ON DISPOSITION
10
2.30
LEGEND: The Stock Certificate may bear the following legend:
10
2.31
NO ADVERTISEMENT
11
2.32
FULL DISCLOSURE
11
2.33
DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES
11
ARTICLE 3 BUYER'S AND PARENT'S REPRESENTATIONS AND WARRANTIES
11
3.1
ORGANIZATION, STANDING AND QUALIFICATION OF BUYER AND PARENT
11
3.2
BUYER AND BUYER'S NET WORTH
11
3.3
SEC FILINGS; FINANCIAL STATEMENTS
12
3.4
TAX RETURNS AND AUDITS
12
3.5
COMPLIANCE WITH LAWS
12
3.6
LITIGATION
12
3.7
AGREEMENT WILL NOT CAUSE BREACH OR VIOLATION
13
3.8
AUTHORITY AND CONSENTS
13
3.9
FULL DISCLOSURE
13
ARTICLE 4 OBLIGATIONS OF THE PARTIES AFTER CLOSING
13
4.1
INDEMNIFICATION
13
4.2
SURVIVAL OF REPRESENTATIONS AND OBLIGATIONS
16
4.3
CONFIDENTIAL INFORMATION
16
4.4
COMPANY NOT TO USE NAMES
16
4.5
SECURITIES MATTERS
16
ARTICLE 5 THE CLOSING
17
5.1
TIME AND PLACE
17
5.2
SELLING PARTIES' OBLIGATIONS AT CLOSING
17
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5.3
BUYER'S OBLIGATIONS AT CLOSING
18
5.4
EMPLOYMENT
19
ARTICLE 6 MISCELLANEOUS
19
6.1
PUBLICITY
19
6.2
EXPENSES
19
6.3
INTERPRETATION AND EFFECT OF HEADINGS
20
6.4
ENTIRE AGREEMENT; MODIFICATION; WAIVER
20
6.5
COUNTERPARTS
20
6.6
PARTIES IN INTEREST
20
6.7
ASSIGNMENT
20
6.8
ARBITRATION
20
6.9
RECOVERY OF LITIGATION COSTS
21
6.10
NOTICES
21
6.11
GOVERNING LAW
22
6.12
SEVERABILITY
22
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