KNOWLEDGE, THREATENED, THAT QUESTION
THE VALIDITY OF THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY.
4.3
APPROVALS.
ALL CONSENTS, APPROVALS, AUTHORIZATIONS AND ORDERS
(CORPORATE, GOVERNMENTAL OR OTHERWISE) NECESSARY FOR THE DUE AUTHORIZATION,
EXECUTION AND DELIVERY BY BUYER OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN OBTAINED OR WILL BE OBTAINED PRIOR TO
THE CLOSING DATE (SUBJECT TO ANY NECESSARY FILINGS
8
REQUIRED BY APPLICABLE SECURITIES LAWS THAT MAY PROPERLY BE OBTAINED FOLLOWING
THE CLOSING DATE).
4.4
BROKERS.
THE BUYER HAS NOT AGREED OR BECOME OBLIGATED TO PAY, NOR
HAS BUYER TAKEN ANY ACTION THAT MIGHT RESULT IN ANY PERSON CLAIMING TO BE
ENTITLED TO RECEIVE, ANY BROKERAGE COMMISSION, FINDER'S FEE OR SIMILAR
COMMISSION OR FEE IN CONNECTION WITH ANY OF THE TRANSACTIONS.
4.5
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THIS SECTION 4 DO NOT CONTAIN ANY UNTRUE STATEMENT OF A
FACT OR OMIT TO STATE A FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE NOT
MISLEADING WITH RESPECT TO THE POWER AND AUTHORITY OF BUYER TO EXECUTE AND
DELIVER THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 5.
DELIVERIES OF SELLER ON THE CLOSING DATE.
SELLER AGREES ON THE
CLOSING DATE TO DELIVER TO BUYER THE FOLLOWING (A) THE ASSIGNMENT AGREEMENT IN
THE FORM ATTACHED AS EXHIBIT C, (B) THE REGISTRATION RIGHTS AGREEMENT IN THE
FORM ATTACHED AS EXHIBIT D, (C) THE ASSIGNMENT OF OTHER DOCUMENTS AS COUNSEL FOR
BUYER MAY REASONABLY REQUEST OR MAY OTHERWISE BE REASONABLY NECESSARY FOR THE
PURPOSE OF CONSUMMATING THE TRANSACTIONS DESCRIBED HEREIN, AND (D) EVIDENCE
SATISFACTORY TO BUYER THAT ALL REQUIRED CONSENTS AND APPROVALS, OR WAIVERS, FOR
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL HAVE BEEN OBTAINED.
SECTION 6.
DELIVERIES OF BUYER ON THE CLOSING DATE.
BUYER AGREES ON THE
CLOSING DATE TO DELIVER TO SELLER THE FOLLOWING (A) THE PURCHASE PRICE TO BE
DELIVERED PURSUANT TO SECTION 2.4, (B) THE ASSIGNMENT AGREEMENT IN THE FORM
ATTACHED AS EXHIBIT C AND (C) THE REGISTRATION RIGHTS AGREEMENT IN THE FORM
ATTACHED AS EXHIBIT D.
SECTION 7.
ADDITIONAL AGREEMENTS AND COVENANTS.
7.1
COOPERATION OF BUYER AND SELLER.
SELLER WILL COOPERATE WITH
BUYER, AND SELLER WILL USE ALL REASONABLE EFFORTS TO HAVE EMPLOYEES OF SELLER
COOPERATE WITH BUYER, AT BUYER'S REQUEST AND EXPENSE, AFTER THE CLOSING IN
FURNISHING INFORMATION, EVIDENCE, TESTIMONY AND OTHER ASSISTANCE IN CONNECTION
WITH ANY ACTIONS INVOLVING SELLER AND BASED UPON, ACTS OF SELLER THAT WERE IN
EFFECT OR OCCURRED ON OR PRIOR TO THE CLOSING WITH RESPECT TO THE ASSETS.
ADDITIONALLY, BUYER AND SELLER SHALL COOPERATE FULLY, AS AND TO THE EXTENT
REASONABLY REQUESTED BY THE OTHER PARTY, IN CONNECTION WITH ANY AUDIT,
LITIGATION OR OTHER ACTION, OR OTHER MATTERS RELATING TO THE PERIOD PRIOR TO THE
CLOSING DATE.
7.2
FURTHER ASSURANCES OF SELLER AND BUYER.
SELLER AGREES AT ANY TIME
AND FROM TIME TO TIME AFTER THE CLOSING, UPON THE REQUEST OF