THE OWNERSHIP OR LEASING OF ITS
PROPERTIES REQUIRES SUCH QUALIFICATION.
THE SELLER HAS ALL REQUISITE LIMITED
LIABILITY COMPANY POWER AND AUTHORITY TO CARRY ON THE ACQUIRED BUSINESS AND TO
OWN AND USE THE PROPERTIES OWNED AND USED BY IT IN CONNECTION THEREWITH
(INCLUDING THE ACQUIRED ASSETS).
THE SELLER HAS FURNISHED TO THE BUYER COMPLETE
AND ACCURATE COPIES OF ITS CERTIFICATE OF ORGANIZATION AND ITS OPERATING
AGREEMENT AS PRESENTLY IN EFFECT.
THE SELLER IS NOT IN DEFAULT UNDER OR IN
VIOLATION OF ANY PROVISION OF ITS CERTIFICATE OF ORGANIZATION OR ITS OPERATING
AGREEMENT AS PRESENTLY IN EFFECT.
2.2
AUTHORIZATION OF TRANSACTION.
THE SELLER
HAS ALL REQUISITE POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND
THE ANCILLARY AGREEMENTS AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND
THEREUNDER.
THE EXECUTION AND DELIVERY BY THE SELLER OF THIS AGREEMENT AND THE
PERFORMANCE BY THE SELLER OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS AND THE
CONSUMMATION BY THE SELLER OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY
4
HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL NECESSARY LIMITED LIABILITY COMPANY
ACTION ON THE PART OF THE SELLER.
THIS AGREEMENT HAS BEEN DULY AND VALIDLY
EXECUTED AND DELIVERED BY THE SELLER AND CONSTITUTES, AND EACH OF THE ANCILLARY
AGREEMENTS, UPON ITS EXECUTION AND DELIVERY BY THE SELLER, WILL CONSTITUTE, A
VALID AND BINDING OBLIGATION OF THE SELLER, ENFORCEABLE AGAINST THE SELLER IN
ACCORDANCE WITH ITS TERMS.
2.3
NONCONTRAVENTION.
NEITHER THE EXECUTION AND
DELIVERY BY THE SELLER OF THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, NOR THE
CONSUMMATION BY THE SELLER OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
WILL (A) CONFLICT WITH OR VIOLATE ANY PROVISION OF THE CERTIFICATE OF
ORGANIZATION OR THE OPERATING AGREEMENT OF THE SELLER, (B) REQUIRE ON THE PART
OF THE SELLER ANY NOTICE TO OR FILING WITH, OR ANY PERMIT, AUTHORIZATION,
CONSENT OR APPROVAL OF, ANY GOVERNMENTAL ENTITY, (C) CONFLICT WITH, RESULT IN A
BREACH OF, CONSTITUTE (WITH OR WITHOUT DUE NOTICE OR LAPSE OF TIME OR BOTH) A
DEFAULT UNDER, RESULT IN THE ACCELERATION OF OBLIGATIONS UNDER, CREATE IN ANY
PARTY THE RIGHT TO TERMINATE, MODIFY OR CANCEL, OR REQUIRE ANY NOTICE, CONSENT
OR WAIVER UNDER, ANY CONTRACT OR INSTRUMENT TO WHICH THE SELLER IS A PARTY OR BY
WHICH THE SELLER IS BOUND OR TO WHICH ANY OF ITS ASSETS ARE SUBJECT, (D) RESULT
IN THE IMPOSITION OF ANY SECURITY INTEREST UPON ANY ASSETS OF THE SELLER OR
(E) VIOLATE ANY ORDER, WRIT, INJUNCTION, DECREE, STATUTE, RULE OR REGULATION
APPLICABLE TO THE SELLER OR ANY OF ITS PROPERTIES OR ASSETS.
2.4
SUBSIDIARIES.
THE SELLER DOES NOT CONTROL
DIRECTLY OR INDIRECTLY OR HAVE ANY DIRECT OR INDIRECT EQUITY PARTICIPATION OR
SIMILAR INTEREST IN ANY CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY,
JOINT VENTURE, TRUST OR OTHER BUSINESS ASSOCIATION OR ENTITY.
2.5
FINANCIAL STATEMENTS.
THE SELLER HAS
PROVIDED TO THE BUYER THE FINANCIAL STATEMENTS.
THE FINANCIAL STATEMENTS FAIRLY
PRESENT THE FINANCIAL POSITION OF THE SELLER AS OF THE DATES THEREOF, CONSISTENT
WITH THE BOOKS AND RECORDS OF THE SELLER.
SINCE THE MOST RECENT BALANCE