III.
REPRESENTATIONS AND WARRANTIES OF ANI. ANI
REPRESENTS AND WARRANTS TO THE COMPANY THAT:
3.1
ANI IS A CORPORATION DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
ANI HAS
THE CORPORATE POWER TO OWN ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW
BEING CONDUCTED AND AS PROPOSED TO BE CONDUCTED AND IS DULY
QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING IN EACH JURISDICTION IN WHICH
THE FAILURE TO BE SO QUALIFIED AND IN GOOD STANDING WOULD HAVE A MATERIAL
ADVERSE EFFECT ON ANI.
ANI IS NOT IN VIOLATION OF ANY OF THE PROVISIONS OF ITS
ARTICLES OF INCORPORATION OR BYLAWS.
3.2
ALL CORPORATE ACTION ON THE PART OF ANI
NECESSARY FOR THE AUTHORIZATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND
FOR THE PERFORMANCE OF ALL OF ITS OBLIGATIONS HEREUNDER HAS BEEN TAKEN, AND THIS
AGREEMENT CONSTITUTES A VALID, LEGALLY BINDING AND ENFORCEABLE OBLIGATION OF
ANI.
3.3
NO CONSENT, AUTHORIZATION, LICENSE, PERMIT,
REGISTRATION OR APPROVAL OF, OR EXEMPTION OR OTHER ACTION BY, ANY GOVERNMENTAL
OR PUBLIC BODY OR AUTHORITY IS REQUIRED IN CONNECTION WITH THE ANI'S EXECUTION
AND DELIVERY OF THIS AGREEMENT AND THE PERFORMANCE BY ANI OF ITS OBLIGATIONS
HEREUNDER, EXCEPT FOR ANY FILINGS REQUIRED BY APPLICABLE SECURITIES LAWS.
3.4
ANI'S EXECUTION AND DELIVERY OF THIS
AGREEMENT, PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, AND ITS CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT (I) VIOLATE ANY PROVISION OF ANY LAW,
STATUTE, RULE OR REGULATION TO WHICH ANI IS SUBJECT, (II) VIOLATE ANY JUDGMENT,
ORDER, WRIT, INJUNCTION OR DECREE OF ANY COURT APPLICABLE TO ANI, OR
(III) RESULT IN THE BREACH OF, OR BE IN CONFLICT WITH, ANY TERM, COVENANT,
CONDITION OR PROVISION OF, OR AFFECT THE VALIDITY, ENFORCEABILITY AND
SUBSISTENCE OF ANY AGREEMENT, INDENTURE, OR OTHER COMMITMENT TO WHICH ANI IS A
PARTY THAT WOULD MATERIALLY AND ADVERSELY AFFECT ANI.
3.5
THE AUTHORIZED CAPITAL STOCK OF ANI CONSISTS
SOLELY OF 1,000 SHARES OF ANI COMMON STOCK.
AS OF SEPTEMBER 8, 2009, 1,000
SHARES OF ANI COMMON STOCK WERE ISSUED AND OUTSTANDING.
SINCE SUCH DATE THERE
HAS BEEN NO CHANGE IN THE NUMBER OF ISSUED AND OUTSTANDING SHARES OF ANI COMMON
STOCK.
ALL OF THE ISSUED AND OUTSTANDING SHARES OF ANI COMMON STOCK ARE DULY
AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE.
THERE ARE NO
OUTSTANDING SUBSCRIPTIONS, OPTIONS, WARRANTS, RIGHTS (INCLUDING "PHANTOM" STOCK
RIGHTS), PREEMPTIVE RIGHTS OR OTHER CONTRACTS, COMMITMENTS, UNDERSTANDINGS OR
ARRANGEMENTS, INCLUDING ANY RIGHT OF CONVERSION OR EXCHANGE UNDER ANY
OUTSTANDING SECURITY, INSTRUMENT OR AGREEMENT (TOGETHER, "OPTIONS"), OBLIGATING
ANI TO ISSUE OR SELL ANY SHARES OF CAPITAL STOCK OF ANI OR TO GRANT, EXTEND OR
ENTER INTO ANY OPTION WITH RESPECT THERETO.
3.6
THERE ARE NO ACTIONS, SUITS, ARBITRATIONS OR
PROCEEDINGS PENDING OR THREATENED AGAINST, RELATING TO OR AFFECTING, NOR ARE
THERE ANY GOVERNMENTAL OR REGULATORY AUTHORITY INVESTIGATIONS OR AUDITS PENDING
OR THREATENED AGAINST, RELATING TO OR AFFECTING ANI OR ITS ASSETS AND PROPERTIES
WHICH, INDIVIDUALLY OR IN THE AGGREGATE, COULD BE REASONABLY EXPECTED TO HAVE A