HAVE BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY
BUYER AND, ASSUMING THE DUE EXECUTION AND DELIVERY THEREOF BY THE OTHER PARTIES
THERETO, CONSTITUTE THE VALID AND BINDING OBLIGATIONS OF BUYER (IF AND TO THE
EXTENT THAT A TRANSACTION DOCUMENT CONSTITUTES AND OBLIGATION), ENFORCEABLE
AGAINST BUYER IN ACCORDANCE WITH THEIR TERMS, SUBJECT TO THE EFFECT OF
BANKRUPTCY, INSOLVENCY, REORGANIZATION, LIQUIDATION, DISSOLUTION, MORATORIUM OR
OTHER SIMILAR LAWS RELATING TO OR AFFECTING THE RIGHTS OF CREDITORS GENERALLY
AND TO THE EFFECT OF THE APPLICATION OF GENERAL PRINCIPLES OF EQUITY (REGARDLESS
OF WHETHER CONSIDERED IN PROCEEDINGS AT LAW OR IN EQUITY).
5.3
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE TRANSACTION DOCUMENTS TO WHICH BUYER IS A PARTY BY BUYER AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY WILL NOT
(A) VIOLATE ANY PROVISION OF BUYER'S CERTIFICATE OF INCORPORATION OR BYLAWS, (B)
VIOLATE ANY PROVISION OF, OR BE AN EVENT THAT IS A VIOLATION OF, RESULT IN A
BREACH OR TERMINATION OF, OR RESULT IN THE ACCELERATION OF OR ENTITLE ANY PARTY
TO ACCELERATE ANY OBLIGATION UNDER, OR RESULT IN THE IMPOSITION OF ANY LIEN UPON
ANY OF BUYER'S ASSETS OR PROPERTIES PURSUANT TO ANY LIEN, LEASE, AGREEMENT,
INSTRUMENT, ORDER, ARBITRATION AWARD, JUDGMENT OR DECREE TO WHICH BUYER IS A
PARTY OR BY WHICH IT IS BOUND, OR (C) VIOLATE OR CONFLICT WITH ANY PROVISION OF
MATERIAL LAW OR ORDER OF ANY GOVERNMENTAL AUTHORITY TO WHICH BUYER IS SUBJECT.
30
5.4
BROKERS, FINDERS, ETC.
BUYER HAS NOT EMPLOYED OR ENTERED INTO
ANY AGREEMENT WITH, NOR IS BUYER SUBJECT TO, ANY VALID CLAIM OF ANY BROKER,
FINDER OR OTHER INTERMEDIARY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT WHO MIGHT BE ENTITLED TO A FEE OR COMMISSION IN CONNECTION WITH
SUCH TRANSACTIONS.
5.5
ACQUISITION OF SHARES FOR INVESTMENT.
BUYER AND ITS AFFILIATES
HAVE SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT EACH
IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF BUYER'S PURCHASE OF THE
SHARES.
BUYER ACKNOWLEDGES THAT THE SHAREHOLDERS HAVE NOT MADE, AND DO NOT
MAKE, ANY REPRESENTATION AND WARRANTY ABOUT THE COMPANY'S OR THE BUSINESS'S
FUTURE, INCLUDING THE COMPANY'S FUTURE BUSINESS, INCOME, OPERATION OR
PERFORMANCE.
BUYER ACKNOWLEDGES THAT BUYER AND ITS AFFILIATES UNDERSTAND THE
RISK OF OWNING AND OPERATING A BUSINESS SUCH AS THE COMPANY, AND KNOW AND
UNDERSTAND THAT PAST OR PRIOR RESULTS DO NOT ASSURE FUTURE SUCCESS, THAT MANY
MATTERS BEYOND THE CONTROL OF BUYER AND ITS AFFILIATES, THE COMPANY AND/OR THE
SHAREHOLDERS CAN AND WILL EFFECT THE SUCCESS OF THE COMPANY AND THE BUSINESS,
AND THAT NONE OF THE SHAREHOLDERS HAS PROMISED, ASSURED OR GUARANTEED SUCCESS OF
THE COMPANY OR THE BUSINESS FOLLOWING THE CLOSING.
BUYER AGREES THAT SHARES
PURCHASED HEREUNDER MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, EXCEPT PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION
AVAILABLE THEREUNDER, TO THE EXTENT APPLICABLE.
5.6
ACKNOWLEDGEMENT.
BUYER ACKNOWLEDGES THAT, OTHER THAN AS SET