FORMATION AND HAS FULL CORPORATE POWER AND CORPORATE AUTHORITY TO CARRY ON ITS
BUSINESS AS IT IS NOW BEING CONDUCTED AND TO OWN THE PROPERTIES AND ASSETS IT
NOW OWNS AND TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS
HEREUNDER.
5.02
AUTHORIZATION.
PURCHASER HAS TAKEN ALL CORPORATE ACTION REQUIRED BY
LAW OR ITS ORGANIZATIONAL DOCUMENTS TO AUTHORIZE THE EXECUTION AND DELIVERY OF
THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THIS AGREEMENT, ASSUMING DUE AUTHORIZATION, EXECUTION AND DELIVERY BY SELLER,
CONSTITUTES A VALID AND BINDING AGREEMENT OF PURCHASER ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS, EXCEPT TO THE EXTENT THAT THE ENFORCEABILITY THEREOF MAY BE
LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
SIMILAR LAWS AFFECTING GENERALLY THE ENFORCEMENT OF CREDITORS' RIGHTS AND RULES
OF LAW GOVERNING SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER EQUITABLE
REMEDIES.
5.03
NO VIOLATION.
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY
PURCHASER NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL
VIOLATE ANY PROVISION OF THE ORGANIZATIONAL DOCUMENTS OF PURCHASER, OR VIOLATE,
OR BE IN CONFLICT WITH, OR CONSTITUTE A DEFAULT UNDER, OR CAUSE THE AMENDMENT,
MODIFICATION OR ACCELERATION OF, OR GIVE ANY PARTY THE RIGHT TO AMEND, MODIFY OR
REFUSE TO PERFORM, OR MODIFY THE TIME WITHIN WHICH DUTIES ARE TO BE PERFORMED OR
RIGHTS OR BENEFITS ARE TO BE RECEIVED HEREUNDER, OR CAUSE THE ACCELERATION OF
THE MATURITY OF ANY DEBT OR OBLIGATION PURSUANT TO, OR RESULT IN THE CREATION OR
IMPOSITION OF ANY SECURITY INTEREST, LIEN OR OTHER ENCUMBRANCE UPON ANY PROPERTY
OR ASSET OF PURCHASER UNDER, ANY LEASE, AGREEMENT, UNDERSTANDING, RESTRICTION OR
COMMITMENT OR ANY JUDGMENT, DECREE, OR ORDER OF ANY COURT OR GOVERNMENTAL OR
REGULATORY AUTHORITY OR AGENCY TO WHICH PURCHASER IS A PARTY OR BY WHICH
PURCHASER IS BOUND OR TO WHICH THE PROPERTY OF PURCHASER IS SUBJECT.
5.04
CONSENTS AND APPROVALS OF GOVERNMENTAL AUTHORITIESS.
EXCEPT FOR THE
BANKRUPTCY COURT AND AS PROVIDED ON SCHEDULE 5.04, NO CONSENT, APPROVAL OR
AUTHORIZATION OF, OR DECLARATION, FILING OR REGISTRATION WITH, ANY GOVERNMENTAL
AUTHORITY IS REQUIRED IN CONNECTION WITH
22
THE EXECUTION, DELIVERY AND PERFORMANCE BY PURCHASER OF THIS AGREEMENT OR THE
CONSUMMATION BY PURCHASER OF THE TRANSACTIONS CONTEMPLATED HEREBY.
5.05
LITIGATION.
THERE IS NO PENDING OR, TO PURCHASER'S KNOWLEDGE,
THREATENED ACTION, INVESTIGATION OR REQUEST FOR INFORMATION BY ANY GOVERNMENTAL
AUTHORITY OR THIRD PERSON WHICH COULD RESULT, OR HAS RESULTED, IN (A) THE
INSTITUTION OF LEGAL PROCEEDINGS TO PROHIBIT OR RESTRAIN THE PERFORMANCE OF THIS
AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, OR (B) A CLAIM FOR DAMAGES AS A RESULT OF THIS AGREEMENT OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
EXCEPT AS SET
FORTH ON SCHEDULE 5.05, PURCHASER HAS NO KNOWLEDGE OF ANY PENDING OR THREATENED
LITIGATION, CLAIM, INVESTIGATION OR PROCEEDING, PRIVATE OR GOVERNMENTAL, WHICH
DIRECTLY AND SPECIFICALLY RELATES TO THE MEMBERSHIP INTEREST.
5.06
BROKERS.
ALL NEGOTIATIONS RELATING TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN CARRIED ON BY PURCHASER WITHOUT THE
INTERVENTION OF ANY OTHER