ITS
OBLIGATIONS HEREUNDER AND HAS TAKEN ALL NECESSARY ACTION TO AUTHORIZE SUCH
EXECUTION, DELIVERY AND PERFORMANCE;
(II)
IT WILL ENGAGE IN SUCH TRANSACTIONS AS PRINCIPAL (OR, IF AGREED
IN WRITING IN ADVANCE OF ANY TRANSACTION BY THE OTHER PARTY HERETO, AS AGENT FOR
A DISCLOSED PRINCIPAL);
(III)
THE PERSON SIGNING THIS AGREEMENT ON ITS BEHALF IS DULY
AUTHORIZED TO DO SO ON ITS BEHALF (OR ON BEHALF OF ANY SUCH DISCLOSED
PRINCIPAL);
(IV)
IT HAS OBTAINED ALL AUTHORIZATIONS OF ANY GOVERNMENTAL BODY
REQUIRED IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS HEREUNDER AND
SUCH AUTHORIZATIONS ARE IN FULL FORCE AND EFFECT; AND
(V)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE
TRANSACTIONS HEREUNDER WILL NOT VIOLATE ANY LAW, ORDINANCE, CHARTER, BY-LAW OR
RULE APPLICABLE TO IT OR ANY AGREEMENT BY WHICH IT IS BOUND OR BY WHICH ANY OF
ITS ASSETS ARE AFFECTED.
(B)
SELLERS EACH REPRESENT AND WARRANT TO BUYER THAT AS OF THE
PURCHASE DATE FOR THE PURCHASE OF ANY PURCHASED ASSETS BY BUYER FROM EITHER
SELLER AND ANY TRANSACTION THEREUNDER AND AS OF THE DATE OF THIS AGREEMENT AND
AT ALL TIMES WHILE THIS AGREEMENT AND ANY TRANSACTION THEREUNDER IS IN FULL
FORCE AND EFFECT:
(I)
ORGANIZATION. EACH SELLER IS DULY ORGANIZED, VALIDLY EXISTING AND
IN GOOD STANDING UNDER THE LAWS AND REGULATIONS OF THE STATE OF SELLER'S
29
ORGANIZATION AND IS DULY LICENSED, QUALIFIED, AND IN GOOD STANDING IN EVERY
STATE WHERE SUCH LICENSING OR QUALIFICATION IS NECESSARY FOR THE TRANSACTION OF
SUCH SELLER'S BUSINESS. SELLER HAS THE POWER TO OWN AND HOLD THE ASSETS IT
PURPORTS TO OWN AND HOLD, AND TO CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED
AND PROPOSED TO BE CONDUCTED, AND HAS THE POWER TO EXECUTE, DELIVER, AND
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS.
(II)
DUE EXECUTION; ENFORCEABILITY. THE TRANSACTION DOCUMENTS HAVE
BEEN DULY EXECUTED AND DELIVERED BY EACH SELLER, FOR GOOD AND VALUABLE
CONSIDERATION. THE TRANSACTION DOCUMENTS CONSTITUTE THE LEGAL, VALID AND BINDING
OBLIGATIONS OF EACH SELLER ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS SUBJECT TO BANKRUPTCY, INSOLVENCY, AND OTHER LIMITATIONS ON
CREDITORS' RIGHTS GENERALLY AND TO EQUITABLE PRINCIPLES.
(III)
NON-CONTRAVENTION. NEITHER THE EXECUTION AND DELIVERY OF THE
TRANSACTION DOCUMENTS, NOR CONSUMMATION BY EITHER SELLER OF THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS (OR ANY OF THEM), NOR COMPLIANCE BY
EITHER SELLER WITH THE TERMS, CONDITIONS AND PROVISIONS OF THE TRANSACTION
DOCUMENTS (OR ANY OF THEM) WILL CONFLICT WITH OR RESULT IN A BREACH OF ANY OF
THE TERMS, CONDITIONS OR PROVISIONS OF (I) THE FORMATION, ORGANIZATIONAL OR
OTHER GOVERNING DOCUMENTS OF SELLER, (II) ANY CONTRACTUAL OBLIGATION TO WHICH
SUCH PARTY IS NOW A PARTY OR THE RIGHTS UNDER WHICH HAVE BEEN ASSIGNED TO SUCH
PARTY OR THE OBLIGATIONS UNDER WHICH HAVE BEEN ASSUMED BY SUCH PARTY OR TO WHICH
THE ASSETS OF SUCH PARTY ARE SUBJECT OR CONSTITUTE A DEFAULT THEREUNDER, OR
RESULT THEREUNDER IN THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY OF THE
ASSETS OF