ASSET OF THE COMPANY HAVING A FAIR MARKET VALUE OF MORE THAN $25,000;
(VII)
CANCELLATION OR WAIVER OF ANY CLAIMS OR RIGHTS WITH A VALUE TO THE
COMPANY IN EXCESS OF $25,000;
(VIII)
WRITTEN NOTICE BY ANY CUSTOMER OR SUPPLIER OF AN INTENTION TO
DISCONTINUE OR CHANGE THE TERMS OF ITS RELATIONSHIP WITH THE COMPANY;
(IX)
CHANGE IN THE ACCOUNTING METHODS USED BY THE COMPANY;
(X)
INCURRENCE OF DEBT FOR BORROWED MONEY, OR THE INCURRENCE OF ANY
OTHER OBLIGATION OR LIABILITY OUT OF THE ORDINARY COURSE OF BUSINESS;
(XI)
ANY CONTRACT BY THE COMPANY TO DO ANY OF THE FOREGOING, OR
(XII)
ANY STRIKE, LOCKOUT, LABOR TROUBLE OR ANY EVENT OR CONDITION OF
ANY CHARACTER ADVERSELY AFFECTING THE BUSINESS OR OPERATIONS OF THE COMPANY.
(W)
BROKERS' FEES. THERE IS NO LIABILITY OR OBLIGATION TO PAY ANY FEES
OR COMMISSIONS TO ANY BROKER, FINDER OR AGENT WITH RESPECT TO THE ACQUISITION OR
THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN AS NAMED IN §3(W) OF THE
DISCLOSURE SCHEDULE, ALL OF WHICH WILL BE PAID BY THE SHAREHOLDERS.
(x)
Closing Date Designated Indebtedness; Net Designated
Indebtedness. As of the date hereof, each of the calculations being delivered to
Buyer pursuant to §8(a)(xii) are true and correct in all respects.
(y)
Benefits of Shareholders. §3(y) of the Disclosure Schedule sets
forth the amounts required to be paid (whether in cash or property or the
vesting of property) as of the Closing Date (and the amounts of any payments
(estimated in good faith) that may be required to be paid at any time following
the Closing Date) in connection with any of the transactions contemplated by
this Agreement to each Shareholder pursuant to any employment, severance or
termination agreement or Employee Benefit Plan.
4. REPRESENTATIONS AND WARRANTIES OF THE BUYER. EXCEPT AS SET FORTH IN THE
DISCLOSURE SCHEDULE, THE BUYER REPRESENTS AND WARRANTS TO THE SHAREHOLDERS AS
FOLLOWS:
(A)
ORGANIZATION AND STANDING. THE BUYER IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LEGAL REQUIREMENTS OF
THE JURISDICTION IN WHICH IT IS ORGANIZED. THE BUYER HAS FULL CORPORATE POWER
AND AUTHORITY TO OWN AND OPERATE ITS PROPERTIES, AND TO CONDUCT ITS BUSINESS AS
CURRENTLY CONDUCTED. THE BUYER IS QUALIFIED TO DO BUSINESS IN EACH JURISDICTION
IN WHICH THE NATURE OF ITS BUSINESS OR THE OWNERSHIP OF ITS PROPERTIES MAKES
SUCH QUALIFICATION NECESSARY.
(B)
AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY. THE BUYER HAS
FULL CORPORATE POWER AND AUTHORITY TO EXECUTE THIS AGREEMENT AND EACH OF THE
ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY AND TO CONSUMMATE THE ACQUISITION
AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. THE EXECUTION AND
DELIVERY BY THE BUYER OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS TO WHICH IT
IS A PARTY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF THE
BUYER. THE BUYER HAS DULY EXECUTED AND DELIVERED THIS AGREEMENT AND AT THE
CLOSING WILL HAVE DULY EXECUTED AND DELIVERED EACH ANCILLARY AGREEMENT TO WHICH
IT IS A PARTY, AND THIS AGREEMENT CONSTITUTES,