THE COMPANY OF THE ITEMS SET FORTH IN
SECTION 2.2(A) OF THIS AGREEMENT;
(IV)
THERE SHALL HAVE BEEN NO MATERIAL ADVERSE EFFECT WITH RESPECT TO
THE COMPANY SINCE THE DATE HEREOF; AND
(V)
FROM THE DATE HEREOF TO THE CLOSING DATE, TRADING IN THE COMMON
STOCK SHALL NOT HAVE BEEN SUSPENDED BY THE COMMISSION OR THE COMPANY'S PRINCIPAL
TRADING MARKET (EXCEPT FOR ANY SUSPENSION OF TRADING OF LIMITED DURATION AGREED
TO BY THE COMPANY, WHICH SUSPENSION SHALL BE TERMINATED PRIOR TO THE CLOSING),
AND, AT ANY TIME PRIOR TO THE CLOSING DATE, TRADING IN SECURITIES GENERALLY AS
REPORTED BY BLOOMBERG L.P. SHALL NOT HAVE BEEN SUSPENDED OR LIMITED, OR MINIMUM
PRICES SHALL NOT HAVE BEEN ESTABLISHED ON SECURITIES WHOSE TRADES ARE REPORTED
BY SUCH SERVICE, OR ON ANY TRADING MARKET, NOR SHALL A BANKING MORATORIUM HAVE
BEEN DECLARED EITHER BY THE UNITED STATES OR NEW YORK STATE AUTHORITIES NOR
SHALL THERE HAVE OCCURRED ANY MATERIAL OUTBREAK OR ESCALATION OF HOSTILITIES OR
OTHER NATIONAL OR INTERNATIONAL CALAMITY OF SUCH MAGNITUDE IN ITS EFFECT ON, OR
ANY MATERIAL ADVERSE CHANGE IN, ANY FINANCIAL MARKET WHICH, IN EACH CASE, IN THE
REASONABLE JUDGMENT OF EACH PURCHASER, MAKES IT IMPRACTICABLE OR INADVISABLE TO
PURCHASE THE SECURITIES AT THE CLOSING.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
EXCEPT AS SET FORTH IN THE
DISCLOSURE SCHEDULES, WHICH DISCLOSURE SCHEDULES SHALL BE DEEMED A PART HEREOF
AND SHALL QUALIFY ANY REPRESENTATION OR OTHERWISE MADE HEREIN TO THE EXTENT OF
THE DISCLOSURE CONTAINED IN THE CORRESPONDING SECTION OF THE DISCLOSURE
SCHEDULES, THE COMPANY HEREBY MAKES THE FOLLOWING REPRESENTATIONS AND WARRANTIES
TO EACH PURCHASER:
(A)
SUBSIDIARIES.
ALL OF THE DIRECT AND INDIRECT SUBSIDIARIES OF THE COMPANY
ARE SET FORTH ON EXHIBIT 3.1(A) OF THE COMPANY'S DISCLOSURE SCHEDULES.
THE
COMPANY OWNS, DIRECTLY OR INDIRECTLY, ALL OF THE CAPITAL STOCK OR OTHER EQUITY
INTERESTS OF EACH SUBSIDIARY FREE AND CLEAR OF ANY LIENS, AND ALL OF THE ISSUED
AND OUTSTANDING SHARES OF CAPITAL STOCK OF EACH SUBSIDIARY ARE VALIDLY ISSUED
AND ARE FULLY PAID, NON-ASSESSABLE AND FREE OF
7
PREEMPTIVE AND SIMILAR RIGHTS TO SUBSCRIBE FOR OR PURCHASE SECURITIES.
IF THE
COMPANY HAS NO SUBSIDIARIES, THEN REFERENCES TO THE SUBSIDIARIES IN THE
TRANSACTION DOCUMENTS SHALL BE DISREGARDED.
(B)
ORGANIZATION AND QUALIFICATION.
THE COMPANY AND EACH OF THE SUBSIDIARIES
IS AN ENTITY DULY INCORPORATED OR OTHERWISE ORGANIZED, VALIDLY EXISTING AND IN
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.
EXCEPT WITH
RESPECT TO THE COMPANY IN THE STATE OF NEW JERSEY, EACH OF THE COMPANY AND THE
SUBSIDIARIES IS DULY QUALIFIED TO CONDUCT BUSINESS AND IS IN GOOD STANDING AS A
FOREIGN CORPORATION OR OTHER