Warranties. Buyer represents and
warrants to Seller as follows:
6.2.1.
ORGANIZATION AND GOOD STANDING. BUYER IS A CALIFORNIA CORPORATION,
DULY INCORPORATED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF CALIFORNIA.
6.2.2.
AUTHORITY; NO CONFLICT.
(A)
THIS AGREEMENT CONSTITUTES THE LEGAL, VALID, AND BINDING
OBLIGATION OF BUYER, ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH ITS TERMS.
UPON THEIR EXECUTION AND DELIVERY BY BUYER
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AT THE CLOSING, EACH OF THE BUYER CLOSING DOCUMENTS WILL CONSTITUTE THE LEGAL,
VALID, AND BINDING OBLIGATIONS OF BUYER, ENFORCEABLE AGAINST BUYER IN ACCORDANCE
WITH THEIR RESPECTIVE TERMS. BUYER HAS FULL CORPORATE POWER, AUTHORITY, AND
CAPACITY TO EXECUTE AND DELIVER THIS AGREEMENT AND EACH OF THE BUYER CLOSING
DOCUMENTS AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
(B)
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT, NOR THE
PERFORMANCE OF ANY OF BUYER'S OBLIGATIONS HEREUNDER, NOR THE CONSUMMATION OF THE
TRANSACTIONS HEREIN CONTEMPLATED WILL, DIRECTLY OR INDIRECTLY (WITH OR WITHOUT
NOTICE, LAPSE OF TIME, OR BOTH), (I) CONTRAVENE OR RESULT IN A VIOLATION OF ANY
PROVISION OF BUYER'S ORGANIZATIONAL DOCUMENTS OR ANY RESOLUTION ADOPTED BY THE
BOARD OF DIRECTORS OR THE SHAREHOLDERS OF BUYER; OR (II) CONTRAVENE OR RESULT IN
A VIOLATION OF ANY LEGAL REQUIREMENT OR ANY ORDER TO WHICH BUYER IS SUBJECT; OR
(III) CONTRAVENE OR RESULT IN A VIOLATION OR BREACH OF ANY PROVISION OF, OR GIVE
ANY PERSON THE RIGHT TO DECLARE A DEFAULT OR EXERCISE ANY REMEDY UNDER, ANY
AGREEMENT, INSTRUMENT, OR WRITING OF ANY NATURE TO WHICH BUYER IS A PARTY OR BY
WHICH BUYER OR ANY OF ITS ASSETS OR PROPERTIES IS BOUND.
6.2.3.
CERTAIN PROCEEDINGS. NO PROCEEDING IS PENDING OR, TO BUYER'S
KNOWLEDGE, HAS BEEN THREATENED AGAINST BUYER THAT CHALLENGES, OR COULD
REASONABLY BE EXPECTED TO HAVE THE EFFECT OF PREVENTING, MAKING ILLEGAL, OR
OTHERWISE MATERIALLY INTERFERING WITH, THE TRANSACTIONS HEREIN CONTEMPLATED.
6.2.4.
BUYER HAS SUFFICIENT FUNDS AVAILABLE TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
6.3
"AS IS" Transaction. As a material inducement to Seller to enter
into this Agreement and to consummate the transactions herein contemplated,
Buyer hereby acknowledges and agrees as follows:
6.3.1.
BUYER HAS CONDUCTED ALL INVESTIGATIONS, INSPECTIONS, STUDIES,
TESTS, AND ANALYSES IT DESIRED TO CONDUCT WITH RESPECT TO THE BUSINESS AND THE
PURCHASED ASSETS AND ACKNOWLEDGES THAT IT HAS BEEN PROVIDED SUFFICIENT ACCESS TO
THE PURCHASED ASSETS, INCLUDING THE BOOKS AND RECORDS, AND TO KEY EMPLOYEES FOR
SUCH PURPOSE. IN ENTERING INTO THIS AGREEMENT, BUYER IS RELYING SOLELY ON ITS
OWN INVESTIGATION AND IS ASSUMING THE RISK THAT ADVERSE PHYSICAL, ECONOMIC, OR
OTHER CONDITIONS OR CIRCUMSTANCES MAY NOT HAVE BEEN REVEALED BY ITS
INVESTIGATION.
6.3.2.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, NEITHER SELLER NOR
ANY OF ITS REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE
BUSINESS OR THE PURCHASED ASSETS, INCLUDING INCOME TO BE DERIVED OR EXPENSES TO
BE INCURRED IN CONNECTION THEREWITH; THE PHYSICAL CONDITION OF ANY OF THE
PURCHASED ASSETS AND ANY REAL PROPERTY