UNDER THIS AGREEMENT;
(B)
RESULT IN THE CREATION OR IMPOSITION OF ANY
ENCUMBRANCE UPON ANY MATERIAL PORTION OF THE ASSETS OF BUYER, OR WHICH
MATERIALLY AFFECTS BUYER'S ABILITY TO CONDUCT ITS BUSINESS AS CONDUCTED PRIOR TO
THE DATE OF THIS AGREEMENT OR PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT; OR
(C)
REQUIRE THE CONSENT, APPROVAL OR
AUTHORIZATION OF, OR DECLARATION, FILING OR REGISTRATION WITH, ANY GOVERNMENTAL
ENTITY OR OTHER PERSON TO BE MADE OR OBTAINED BY BUYER IN CONNECTION WITH THE
EXECUTION, DELIVERY AND PERFORMANCE BY BUYER OF THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
3.4
Legal Proceedings.
There is no action,
claim, suit or proceeding pending or, to Buyer's knowledge, threatened, by or
against or affecting Buyer or Buyer's Affiliates that challenges, or may have
the effect of preventing, delaying, making illegal or otherwise interfering with
the execution and delivery by Buyer of this Agreement or any of the Transaction
Agreements or the performance of Buyer hereunder or thereunder.
3.5
Funding.
Buyer has, and will at the Closing
have, sufficient funds to deliver the entire Purchase Price in cash at the
Closing.
3.6
INVESTMENT INTENT.
(A)
BUYER IS ACQUIRING THE SHARES FOR ITS OWN
ACCOUNT FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR SALE IN
CONNECTION WITH, ANY DISTRIBUTION OR RESALE TO OTHERS WITHIN THE MEANING OF
SECTION 2(11) OR RULE 502(D) PROMULGATED UNDER THE SECURITIES ACT.
THE SALE OF
THE SHARES IS INTENDED TO BE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT.
(B)
BUYER HEREBY CONFIRMS THAT SELLER HAS MADE
AVAILABLE TO BUYER OR ITS REPRESENTATIVES ALL DOCUMENTS AND INFORMATION THAT
BUYER HAS REQUESTED RELATING TO THE COMPANY
13
AND THE BUSINESS.
BUYER HAS NOT RELIED ON SELLER OR ANY OF ITS AFFILIATES OR
REPRESENTATIVES FOR ANY TAX OR LEGAL ADVICE IN CONNECTION WITH THE PURCHASE OF
THE SHARES.
(C)
BUYER HAS SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND
RISKS OF AN INVESTMENT IN THE SHARES.
BUYER HAS THE CAPACITY TO PROTECT ITS OWN
CONCERNS IN CONNECTION WITH THE PURCHASE OF THE SHARES.
BUYER IS AN "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(A) OF REGULATION D PROMULGATED UNDER THE
SECURITIES ACT.
3.7
Brokers.
All negotiations relative to this
Agreement and the transactions contemplated hereby have been carried out by
Buyer directly with Seller without the intervention of any Person on behalf of
Buyer in such manner as to give rise to any valid claim by any Person against
Seller or the Company for a finder's fee, brokerage commission or similar
payment.
ARTICLE IV
COVENANTS
4.1
EMPLOYEE MATTERS.
(A)
EMPLOYMENT.
(I)
IF ANY COMPANY EMPLOYEE IS DISCHARGED OR
TERMINATED AS OF OR AFTER THE CLOSING, BUYER SHALL BE RESPONSIBLE FOR ANY AND
ALL COSTS FOR SUCH EMPLOYEE ARISING FROM OR RELATING TO SUCH TERMINATION.
BUYER
SHALL BE RESPONSIBLE FOR ALL LIABILITY FOR ALL NOTICES OR PAYMENTS DUE TO ANY
EMPLOYEE AS OF THE CLOSING DATE, AND ALL NOTICES, PAYMENTS, FINES OR ASSESSMENTS