PARENT CONDUCTS ANY OF THE BUSINESS THROUGH ANY SUBSIDIARY, JOINT
VENTURE, PARTNERSHIP, OR OTHER AFFILIATE; AND SELLER DOES NOT MAINTAIN ANY
OFFICES, PLACES OF BUSINESS, OR PERSONNEL ASSIGNED TO LOCATIONS OUTSIDE OF THE
STATE OF ILLINOIS.
6.2
AUTHORITY.
SELLER AND PARENT HAVE THE FULL LEGAL RIGHT, POWER,
CAPACITY, AND AUTHORITY REQUIRED TO ENTER INTO AND PERFORM THEIR OBLIGATIONS
UNDER THIS AGREEMENT AND THE ANCILLARY AGREEMENTS.
ALL APPROVALS OF SELLER'S
AND PARENT'S BOARD OF DIRECTORS OR OTHER GOVERNING BODY REQUIRED TO AUTHORIZE
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS BY SUCH PARTIES HAS BEEN OBTAINED AND, ASSUMING DUE EXECUTION AND
DELIVERY BY BUYER AND M&J, THIS AGREEMENT AND THE ANCILLARY AGREEMENTS REPRESENT
THE LEGAL, VALID AND BINDING OBLIGATIONS OF SELLER AND PARENT THAT ARE
ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, SUBJECT TO
(I) AS TO ENFORCEABILITY, BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER
SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS RIGHTS GENERALLY, AND (II)
GENERAL EQUITABLE PRINCIPLES AND TO THE DISCRETION OF THE COURT BEFORE WHICH ANY
PROCEEDINGS SEEKING THE REMEDY OF SPECIFIC PERFORMANCE AND INJUNCTIVE AND OTHER
FORMS OF EQUITABLE RELIEF MAY BE BROUGHT.
6.3
TITLE.
SELLER HAS GOOD AND MARKETABLE TITLE TO, OR A VALID
LEASEHOLD OR LICENSED INTEREST IN, ALL OF THE PURCHASED ASSETS AND SUCH
PURCHASED ASSETS ARE FREE AND CLEAR OF ANY LIENS (INCLUDING LIENS FOR TAXES)
OTHER THAN THE PERMITTED LIENS.
6.4
NO BREACH; REQUIRED APPROVALS.
THE EXECUTION AND DELIVERY BY
SELLER AND PARENT OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND THE
PERFORMANCE OF SELLER'S AND PARENT'S OBLIGATIONS UNDER THIS AGREEMENT AND THE
ANCILLARY AGREEMENTS:
(A)
WILL NOT VIOLATE (I) ANY PROVISION OF SELLER'S OR PARENT'S CHARTER
OR BYLAWS, (II) ANY STATUTES, LAWS, REGULATIONS, RULES, INJUNCTIONS, ORDERS,
DECREES, JUDGMENTS OR RULINGS OF ANY JUDICIAL OR GOVERNMENTAL BODY APPLICABLE TO
SELLER OR PARENT , OR (III) EXCEPT TO THE EXTENT THAT ANY THIRD PARTY CONSENT OR
APPROVAL IS REQUIRED TO CONVEY SAME TO BUYER AS DISCLOSED ON SCHEDULE 6.4(B),
ANY PROVISION OF ANY FACILITIES LEASE, SOFTWARE LICENSE OR ASSIGNED CONTRACT;
AND
22
(B)
EXCEPT AS SHOWN ON SCHEDULE 6.4(B) ATTACHED HERETO, WILL NOT
REQUIRE SELLER OR PARENT TO OBTAIN ANY CONSENTS OR APPROVALS OF, OR MAKE ANY
FILINGS WITH OR GIVE ANY NOTICES TO, ANY GOVERNMENTAL BODIES OR ANY OTHER PERSON
AND WILL NOT VIOLATE, RESULT IN THE BREACH OF, OR CONSTITUTE (OR WITH NOTICE OR
LAPSE OF TIME OR BOTH, CONSTITUTE) A DEFAULT UNDER ANY CONTRACT, LEASE, LICENSE,
PERMIT OR OTHER AGREEMENT TO WHICH SELLER OR PARENT IS A PARTY OR IS BOUND.
6.5
BOOKS AND RECORDS.
THE BOOKS OF ACCOUNT AND OTHER RECORDS OF
SELLER, ALL OF WHICH HAVE BEEN MADE AVAILABLE TO BUYER, ARE COMPLETE AND CORRECT
IN ALL MATERIAL RESPECTS AND HAVE BEEN MAINTAINED IN ACCORDANCE WITH SOUND
BUSINESS PRACTICES.
6.6
TAX MATTERS.
EXCEPT AS DISCLOSED ON SCHEDULE 6.6:
(A)
SELLER HAS DULY FILED ALL RETURNS REQUIRED TO BE FILED BY SELLER IN
CONNECTION WITH