HEREUNDER.
(D)
THE COSTS AND EXPENSES OF THE TITLE REPORT, THE TITLE POLICY AND
ALL ENDORSEMENTS, AND THE SURVEY SHALL BE BORNE BY PURCHASER, WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT ARE CONSUMMATED.
ALL COSTS AND
EXPENSES INCURRED BY SELLER IN RESPONSE TO ANY OBJECTION NOTICE SHALL BE BORNE
BY SELLER.
ARTICLE VII
WARRANTIES AND REPRESENTATIONS OF THE SELLER
The Seller warrants and represents to the Purchaser as follows:
7.01
ORGANIZATION AND GOOD STANDING.
THE SELLER IS A LIMITED LIABILITY
COMPANY DULY FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF OHIO.
SELLER IS DULY QUALIFIED TO TRANSACT BUSINESS AND IS IN GOOD
STANDING IN EACH JURISDICTION WHERE SUCH QUALIFICATION IS NECESSARY, EXCEPT
WHERE THE FAILURE TO BE SO QUALIFIED OR IN GOOD STANDING COULD NOT REASONABLY
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR IMPAIR THE SELLER'S ABILITY TO
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PERFORM ITS OBLIGATIONS HEREUNDER IN ANY MATERIAL RESPECT.
7.02
AUTHORITY.
THE SELLER HAS THE RIGHT AND POWER TO ENTER INTO, AND
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT; AND HAS TAKEN ALL REQUISITE ACTION
TO AUTHORIZE ITS EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE PERFORMANCE OF
ITS OBLIGATIONS UNDER THIS AGREEMENT; AND THIS AGREEMENT HAS BEEN DULY
AUTHORIZED, EXECUTED AND DELIVERED BY THE SELLER AND IS BINDING UPON, AND
ENFORCEABLE AGAINST, THE SELLER IN ACCORDANCE WITH ITS TERMS; EXCEPT AS SUCH
ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR OTHER SIMILAR LAWS AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND
BY GENERAL PRINCIPLES OF EQUITY (WHETHER APPLIED IN A PROCEEDING AT LAW OR IN
EQUITY).
7.03
NO VIOLATIONS AND CONSENTS.
(A)
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY THE SELLER DOES NOT AND WILL NOT, AFTER THE
GIVING OF NOTICE, OR THE LAPSE OF TIME, OR OTHERWISE, (I) CONFLICT WITH, RESULT
IN A BREACH OF, OR CONSTITUTE A DEFAULT UNDER, THE CERTIFICATE OF FORMATION OR
OPERATING AGREEMENT OF THE SELLER OR ANY OF ITS AFFILIATES OR ANY LAW OR ANY
PURCHASED CONTRACT; (II) RESULT IN THE CREATION OF ANY LIEN UPON ANY OF THE
PURCHASED ASSETS; (III) TERMINATE, AMEND OR MODIFY, OR GIVE ANY PARTY THE RIGHT
TO TERMINATE, AMEND, MODIFY, ABANDON, OR REFUSE TO PERFORM, ANY PURCHASED
CONTRACT; (IV) ACCELERATE OR MODIFY, OR GIVE ANY PARTY THE RIGHT TO ACCELERATE
OR MODIFY, THE TIME WITHIN WHICH, OR THE TERMS UNDER WHICH, ANY DUTIES OR
OBLIGATIONS ARE TO BE PERFORMED BY SELLER OR ANY OF ITS AFFILIATES, OR ANY
RIGHTS OR BENEFITS ARE TO BE RECEIVED BY ANY PERSON, UNDER ANY PURCHASED
CONTRACT; OR (V) VIOLATE OR RESULT IN A DEFAULT (OR GIVE RISE TO ANY RIGHT OF
TERMINATION, SUSPENSION, MODIFICATION, CANCELLATION, OR ACCELERATION) IN ANY
MATERIAL RESPECT UNDER ANY OTHER INDEBTEDNESS OR OBLIGATION, LEASE, CONTRACT,
OTHER AGREEMENT, COMMITMENT, INDENTURE, MORTGAGE, DEED OF TRUST, OR OTHER
INSTRUMENT, DOCUMENT, OR ARRANGEMENT TO WHICH SELLER OR ANY OF ITS AFFILIATES IS
A PARTY OR BY WHICH ANY OF THE PURCHASED ASSETS IS BOUND.
(B)
THE EXECUTION AND DELIVERY BY SELLER