HAS BEEN AUTHORIZED BY ALL NECESSARY CORPORATE, SHAREHOLDER OR OTHER ACTION ON
THE PART OF THE SELLER. THIS AGREEMENT IS THE VALID AND BINDING OBLIGATION OF
THE SELLER, ENFORCEABLE AGAINST THE SELLER IN ACCORDANCE WITH ITS TERMS.
2.1.3
ABSENCE OF CONFLICTS. EXCEPT AS SET FORTH IN SCHEDULE 2.1.3, THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE SELLER, AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, WILL NOT CONFLICT WITH OR
RESULT IN A VIOLATION OR BREACH OF ANY TERM OR PROVISION OF, NOR CONSTITUTE A
DEFAULT UNDER, (I) THE ORGANIZATIONAL DOCUMENTS OF THE SELLER, (II) ANY
OBLIGATION, INDENTURE, MORTGAGE, DEED OF TRUST, LEASE, CONTRACT OR OTHER
AGREEMENT TO WHICH THE SELLER IS A PARTY OR BY WHICH THE SELLER OR ANY OF ITS
PROPERTIES ARE BOUND, OR (III) ANY PROVISION OF ANY LAW, RULE, REGULATION,
ORDER, PERMIT,
4
CERTIFICATE, WRIT, JUDGMENT, INJUNCTION, DECREE, DETERMINATION, AWARD OR OTHER
DECISION OF ANY COURT, ARBITRATOR OR OTHER GOVERNMENTAL AUTHORITY TO WHICH THE
SELLER OR ANY OF ITS PROPERTIES ARE SUBJECT.
2.1.4
LIABILITIES. THE SELLER HAS NO LIABILITIES OR OBLIGATIONS, EITHER
ACCRUED, ABSOLUTE, CONTINGENT OR OTHERWISE, OR HAS ANY KNOWLEDGE OF ANY
POTENTIAL LIABILITIES OR OBLIGATIONS THAT WOULD ADVERSELY AFFECT THE VALUE OF
THE ASSETS OR BECOME A LIABILITY OF THE BUYER AS A RESULT OF THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, BY OPERATION OF LAW OR
OTHERWISE.
2.1.5
LITIGATION. THERE IS NO SUIT, ACTION (EQUITABLE, LEGAL,
ADMINISTRATIVE OR OTHERWISE), PROCEEDING OR INVESTIGATION OF ANY KIND PENDING
OR, TO THE BEST OF THE SELLER'S KNOWLEDGE, THREATENED AGAINST THE SELLER THAT
WOULD MATERIALLY ADVERSELY AFFECT THE VALUE OF THE ASSETS, THE OPERATION OF THE
BUSINESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NOR DOES THE SELLER
KNOW OF ANY REASONABLY LIKELY BASIS FOR ANY SUCH SUIT, ACTION, PROCEEDING OR
INVESTIGATION.
2.1.6
COMPLIANCE WITH LAWS. THE SELLER HAS COMPLIED IN ALL MATERIAL
RESPECTS WITH, IS NOT IN VIOLATION OF, AND, EXCEPT AS SET FORTH ON SCHEDULE
2.1.6, HAS NOT RECEIVED ANY NOTICES OF VIOLATION IN ANY MATERIAL RESPECT WITH
RESPECT TO, ANY FOREIGN, FEDERAL, STATE OR LOCAL STATUTE, LAW, RULE OR
REGULATION.
2.1.7
BOOKS AND RECORDS. THE BOOKS AND RECORDS ARE COMPLETE AND CORRECT.
2.1.8
TAXES. THERE ARE (AND AS OF THE CLOSING THERE WILL BE) NO LIENS OR
SIMILAR ENCUMBRANCES ON THE ASSETS WITH RESPECT TO TAXES OR OTHER GOVERNMENTAL
CHARGES, OBLIGATIONS OR FEES, INCLUDING BUT NOT LIMITED TO ANY INCOME, BUSINESS,
OCCUPATION, FRANCHISE, LICENSING, SALES, USE, WITHHOLDING, PROPERTY, AD VALOREM,
EXCISE OR OTHER SIMILAR TAXES, OR SECONDARY OR TRANSFEREE LIABILITY FOR ANY OF
SUCH TAXES, AND ANY RELATED INTEREST OR PENALTIES THEREON ("TAX" OR "TAXES"),
EXCEPT FOR LIENS FOR REAL AND PERSONAL PROPERTY TAXES NOT YET DUE AND PAYABLE.
NO CLAIM WITH RESPECT TO TAXES ATTRIBUTABLE TO OR INCURRED IN CONNECTION WITH
THE OPERATIONS OF THE SELLER (OTHER THAN REAL AND PERSONAL PROPERTY TAXES NOT
YET DUE AND PAYABLE AS OF THE CLOSING DATE) WILL RESULT IN A LIEN OR SIMILAR
ENCUMBRANCE ON THE ASSETS OR WILL OTHERWISE