NOW OWNED AND OPERATED BY THEM.
5.2
AUTHORITY.
SELLER AND PARENT EACH HAS THE FULL LEGAL RIGHT,
POWER, CAPACITY, AND AUTHORITY REQUIRED TO ENTER INTO AND PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT.
ALL APPROVALS OF THE SELLER'S AND/OR PARENT'S
BOARD OF DIRECTORS OR OTHER GOVERNING BODY REQUIRED TO AUTHORIZE THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SUCH PARTIES HAS BEEN OBTAINED
AND, ASSUMING DUE EXECUTION AND DELIVERY BY THE BUYER AND OWNERS, THIS AGREEMENT
REPRESENTS A LEGAL, VALID AND BINDING OBLIGATION OF SELLER AND PARENT THAT IS
ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH ITS TERMS, SUBJECT TO (I) AS TO
ENFORCEABILITY, BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS RIGHTS GENERALLY, (II) THE OBTAINING OF
ANY APPROVALS OR CONSENTS REQUIRED IN CONNECTION HEREWITH AND AS PROVIDED FOR
HEREIN, AND (III) 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.
5.3
TITLE.
SELLER HAS GOOD AND MARKETABLE TITLE TO, OR A VALID
LEASEHOLD OR LICENSED INTEREST IN, ALL OF THE PURCHASED ASSETS AND, EXCEPT AS
OTHERWISE INDICATED HEREIN, SUCH PURCHASED ASSETS ARE FREE AND CLEAR OF ANY
LIENS OTHER THAN THE PERMITTED LIENS.
5.4
NO BREACH; REQUIRED APPROVALS.
THE EXECUTION AND DELIVERY BY THE
SELLER AND PARENT OF THIS AGREEMENT, THE CONSUMMATION BY THEM OF THE
TRANSACTIONS CONTEMPLATED HEREBY, AND THE PERFORMANCE BY THEM OF THEIR
OBLIGATIONS UNDER THIS AGREEMENT:
(A)
WILL NOT VIOLATE ANY PROVISION OF THE CHARTER OR BYLAWS OF SUCH
PARTIES, NOR VIOLATE ANY LAWS, ORDERS, DECREES, JUDGMENTS OR RULINGS OF ANY
JUDICIAL OR GOVERNMENTAL BODY APPLICABLE TO THE SELLER OR PARENT; AND
(B)
EXCEPT AS SHOWN ON SCHEDULE 5.4 ATTACHED HERETO, WILL NOT REQUIRE
THE 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
OR OTHER AGREEMENT TO WHICH THE SELLER OR PARENT IS A PARTY OR IS BOUND.
5.5
RECEIVABLES.
THE RECEIVABLES CONSIST OF THOSE IDENTIFIED PURSUANT
TO THE REQUIREMENTS OF SECTION 1.1(E) AND SELLER HAS NOT RECEIVED ANY WRITTEN
NOTICE, NOR DOES IT HAVE ANY KNOWLEDGE OF THE EXISTENCE OF ANY CLAIM OF OFFSET
OR COUNTERCLAIM BY ANY ACCOUNT DEBTOR.
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OTHERWISE, SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING THE QUALITY OF
THE RECEIVABLES NOR WHETHER OR NOT THEY ARE COLLECTABLE.
5.6
THE BUSINESS AND RELATED MATTERS.
TO THE BEST OF SELLER'S
KNOWLEDGE, THE SELLER REPRESENTS AS FOLLOWS (THE "SELLER BUSINESS
REPRESENTATIONS"):
(A)
EXCEPT AS EXPRESSLY SET FORTH IN SELLER'S MOST RECENT FINANCIAL
STATEMENTS, A COPY OF WHICH IS ATTACHED HERETO AS SCHEDULE 5.6(A) (THE "SELLER
FINANCIAL STATEMENTS"), THERE IS NO LIABILITY, CLAIM, DEFICIENCY, GUARANTEE OR
OBLIGATION (ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE), AND THERE IS NO BASIS
FOR ANY SUCH