FOR IN THIS AGREEMENT.
(B)
PUBLIC ANNOUNCEMENTS.
THE SELLER AND PARENT,
ON THE ONE HAND, AND BUYER AND OWNERS, ON THE OTHER HAND, WILL CONSULT WITH EACH
OTHER BEFORE ISSUING ANY PRESS RELEASE OR OTHERWISE MAKING ANY PUBLIC STATEMENT
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN AND SHALL NOT ISSUE ANY
SUCH PRESS RELEASE OR MAKE ANY SUCH PUBLIC STATEMENT WITHOUT THE APPROVAL OF THE
OTHERS, UNLESS COUNSEL HAS ADVISED SUCH PARTY THAT SUCH RELEASE OR OTHER PUBLIC
12
STATEMENT MUST BE ISSUED IMMEDIATELY AND THE ISSUING PARTY HAS NOT BEEN ABLE,
DESPITE ITS GOOD FAITH EFFORTS, TO SECURE THE PRIOR APPROVAL OF THE OTHER
PARTIES.
SECTION 5
REPRESENTATIONS AND
WARRANTIES OF SELLER AND PARENT.
EACH OF SELLER AND/OR PARENT, OR WHICHEVER
THEREOF IS REFERRED TO OR AS THE CIRCUMSTANCES REQUIRE (AND, IF BOTH, THEN
JOINTLY AND SEVERALLY), REPRESENTS AND WARRANTS TO THE BUYER AND OWNERS AS
FOLLOWS:
5.1
ORGANIZATION AND EXISTENCE.
SELLER AND
PARENT ARE DELAWARE CORPORATIONS, DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND EACH HAS ALL NECESSARY
CORPORATE POWER TO OWN ITS ASSETS (INCLUDING THE PURCHASED ASSETS) AND TO
OPERATE ITS BUSINESS (INCLUDING THE BUSINESS) AS NOW OWNED AND OPERATED BY
THEM.
SELLER IS DULY QUALIFIED AND IN GOOD STANDING UNDER THE LAWS OF THE STATE
OF GEORGIA AND IN ANY OTHER JURISDICTION WHEREIN THE NATURE OF THE ACTIVITIES
CONDUCTED OR THE CHARACTER OF THE ASSETS OWNED REQUIRE SUCH QUALIFICATION OR
LICENSING, AND WHERE A FAILURE TO BE SO QUALIFIED OR LICENSED WOULD ADVERSELY
AFFECT (I) THE VALUE OF THE PURCHASED ASSETS, OR (II) THE AMOUNT OF THE ASSUMED
LIABILITIES.
SELLER DOES NOT CONDUCT ANY OF THE BUSINESS THROUGH ANY
SUBSIDIARY, JOINT VENTURE, PARTNERSHIP, OR OTHER AFFILIATE; AND SELLER DOES NOT
MAINTAIN ANY OFFICES, PLACES OF BUSINESS, OR PERSONNEL ASSIGNED TO LOCATIONS
OUTSIDE OF THE STATE OF GEORGIA.
5.2
AUTHORITY.
SELLER AND PARENT EACH HAS THE
FULL LEGAL RIGHT, POWER, CAPACITY, AND AUTHORITY REQUIRED TO ENTER INTO AND
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
ALL APPROVALS OF THE SELLER'S
AND/OR PARENT'S BOARD OF DIRECTORS OR OTHER GOVERNING BODY REQUIRED TO AUTHORIZE
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SUCH PARTIES HAS
BEEN OBTAINED AND, ASSUMING DUE EXECUTION AND DELIVERY BY THE BUYER AND OWNERS,
THIS AGREEMENT REPRESENTS A LEGAL, VALID AND BINDING OBLIGATION OF SELLER AND
PARENT THAT IS ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
(I) AS TO ENFORCEABILITY, BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER
SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS RIGHTS GENERALLY, (II) THE
OBTAINING OF ANY APPROVALS OR CONSENTS REQUIRED IN CONNECTION HEREWITH AND AS
PROVIDED FOR HEREIN, AND (III) GENERAL EQUITABLE PRINCIPLES AND TO THE
DISCRETION OF THE COURT BEFORE WHICH ANY PROCEEDINGS SEEKING THE REMEDY OF
SPECIFIC PERFORMANCE AND INJUNCTIVE AND OTHER FORMS OF EQUITABLE RELIEF MAY BE
BROUGHT.
5.3
TITLE.
SELLER HAS GOOD AND MARKETABLE TITLE
TO, OR A VALID LEASEHOLD OR LICENSED INTEREST IN, ALL OF THE PURCHASED ASSETS
AND, EXCEPT AS OTHERWISE INDICATED HEREIN,