SPECIFIC PERFORMANCE AND INJUNCTIVE AND OTHER FORMS OF EQUITABLE RELIEF MAY BE
SUBJECT TO EQUITABLE DEFENSES AND TO THE DISCRETION OF THE COURT BEFORE WHICH
ANY PROCEEDING THEREFOR MAY BE BROUGHT.
5.3
NO VIOLATION. NEITHER THE EXECUTION AND DELIVERY OF THIS
AGREEMENT BY THE BUYER, THE PERFORMANCE BY THE BUYER OF ITS OBLIGATIONS
HEREUNDER NOR THE CONSUMMATION BY THE BUYER OF THE TRANSACTIONS CONTEMPLATED
HEREBY WILL: (A) VIOLATE, CONFLICT WITH OR RESULT IN ANY BREACH OF ANY PROVISION
OF THE ORGANIZATIONAL DOCUMENTS OF THE BUYER; (B) VIOLATE, CONFLICT WITH OR
RESULT IN A VIOLATION OR BREACH OF, OR CONSTITUTE A DEFAULT (WITH OR WITHOUT DUE
NOTICE OR LAPSE OF TIME OR BOTH) UNDER THE TERMS, CONDITIONS OR PROVISIONS OF
ANY NOTE, BOND, MORTGAGE, INDENTURE OR DEED OF TRUST, OR ANY MATERIAL LICENSE,
LEASE OR AGREEMENT TO WHICH THE BUYER OR ANY OF THE BUYER'S SUBSIDIARIES IS A
PARTY; OR (C) VIOLATE ANY ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE, STATUTE,
RULE OR REGULATION OF ANY COURT OR GOVERNMENTAL BODY APPLICABLE TO THE BUYER OR
ANY OF THE BUYER'S SUBSIDIARIES, EXCEPT, IN THE CASE OF CLAUSE (B), AS WOULD
NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A BUYER MATERIAL ADVERSE EFFECT.
5.4
CONSENTS AND APPROVALS. NO FILING OR REGISTRATION WITH,
NO NOTICE TO AND NO PERMIT, AUTHORIZATION, CONSENT OR APPROVAL OF ANY THIRD
PARTY OR ANY GOVERNMENTAL BODY IS NECESSARY FOR THE CONSUMMATION BY THE BUYER OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
5.5
BROKERS' FEES AND COMMISSIONS. EXCEPT FOR KERLIN CAPITAL
GROUP, WHOSE FEES WILL BE PAID BY THE BUYER, NEITHER THE BUYER NOR ANY OF ITS
SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS HAS EMPLOYED ANY
INVESTMENT BANKER, BROKER OR FINDER IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY.
5.6
PURCHASE FOR INVESTMENT. THE BUYER IS ACQUIRING THE
SHARES FOR ITS OWN ACCOUNT FOR INVESTMENT PURPOSES AND NOT WITH A VIEW OF THE
DISTRIBUTION OF THE SHARES.
THE BUYER HAS SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS SO AS TO BE CAPABLE OF EVALUATING THE MERITS AND
RISKS OF ITS INVESTMENT IN THE SHARES.
THE BUYER IS AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501 OF THE SHARES ACT OF 1933, AS AMENDED.
THE BUYER WILL NOT,
DIRECTLY OR INDIRECTLY, DISPOSE OF THE SHARES EXCEPT IN COMPLIANCE WITH
APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
35
ARTICLE VI
COVENANTS OF THE BUYER
6.1
ACCESS TO BOOKS AND RECORDS.
AFTER THE CLOSING DATE,
UPON REASONABLE NOTICE AND AT REASONABLE TIMES WITHOUT SIGNIFICANT DISRUPTION TO
THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES, THE BUYER WILL CAUSE THE
COMPANY AND ITS SUBSIDIARIES TO GIVE THE SELLER REPRESENTATIVE UPON THE SELLER
REPRESENTATIVE'S REASONABLE REQUEST AND ITS AUTHORIZED REPRESENTATIVES
REASONABLE ACCESS TO ALL BOOKS AND RECORDS OF THE COMPANY AND WILL CAUSE ITS
OFFICERS TO FURNISH THE SELLER REPRESENTATIVE UPON THE SELLER REPRESENTATIVE'S
REASONABLE REQUEST SUCH FINANCIAL AND OPERATING DATA AND OTHER INFORMATION WITH
RESPECT TO THE BUSINESSES AND PROPERTIES OF THE COMPANY AND ITS SUBSIDIARIES AS
MAY BE NECESSARY FOR (I) THE SELLERS TO