FOR SUCH PURPOSE.
5
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
THE COMPANY HEREBY
REPRESENTS AND WARRANTS TO EACH OF THE PURCHASERS AS FOLLOWS:
(A)
SUBSIDIARIES.
THE COMPANY HAS NO DIRECT OR INDIRECT SUBSIDIARIES
OTHER THAN THOSE LISTED IN SCHEDULE 3.1(A).
EXCEPT AS DISCLOSED IN
SCHEDULE 3.1(A), THE COMPANY OWNS, DIRECTLY OR INDIRECTLY, ALL OF THE CAPITAL
STOCK OR COMPARABLE EQUITY INTERESTS OF EACH SUBSIDIARY FREE AND CLEAR OF ANY
LIEN AND ALL THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OR COMPARABLE
EQUITY INTEREST OF EACH SUBSIDIARY ARE VALIDLY ISSUED AND ARE FULLY PAID,
NON-ASSESSABLE AND FREE OF PREEMPTIVE AND SIMILAR RIGHTS.
(B)
ORGANIZATION AND QUALIFICATION.
EACH OF THE COMPANY AND THE
SUBSIDIARIES IS AN ENTITY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR ORGANIZATION (AS
APPLICABLE), WITH THE REQUISITE POWER AND AUTHORITY TO OWN AND USE ITS
PROPERTIES AND ASSETS AND TO CARRY ON ITS BUSINESS AS CURRENTLY CONDUCTED.
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS IN VIOLATION OF ANY OF THE PROVISIONS
OF ITS RESPECTIVE CERTIFICATE OR ARTICLES OF INCORPORATION, BYLAWS OR OTHER
ORGANIZATIONAL OR CHARTER DOCUMENTS.
EACH OF THE COMPANY AND THE SUBSIDIARIES
IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING AS A FOREIGN
CORPORATION OR OTHER ENTITY IN EACH JURISDICTION IN WHICH THE NATURE OF THE
BUSINESS CONDUCTED OR PROPERTY OWNED BY IT MAKES SUCH QUALIFICATION NECESSARY,
EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED OR IN GOOD STANDING, AS THE CASE MAY
BE, COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, (I) ADVERSELY AFFECT THE
LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY TRANSACTION DOCUMENT, (II) HAVE OR
RESULT IN A MATERIAL ADVERSE EFFECT ON THE RESULTS OF OPERATIONS, ASSETS,
PROSPECTS, BUSINESS OR CONDITION (FINANCIAL OR OTHERWISE) OF THE COMPANY AND THE
SUBSIDIARIES, TAKEN AS A WHOLE ON A CONSOLIDATED BASIS, OR (III) ADVERSELY
IMPAIR THE COMPANY'S ABILITY TO PERFORM FULLY ON A TIMELY BASIS ITS OBLIGATIONS
UNDER ANY OF THE TRANSACTION DOCUMENTS (ANY OF (I), (II) OR (III), A "MATERIAL
ADVERSE EFFECT").
(C)
AUTHORIZATION; ENFORCEMENT.
THE COMPANY HAS THE REQUISITE
CORPORATE POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY EACH OF THE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT ITS
OBLIGATIONS HEREUNDER AND THEREUNDER.
THE EXECUTION AND DELIVERY OF EACH OF THE
TRANSACTION DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY IT OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY ACTION ON THE PART OF THE COMPANY AND NO FURTHER CONSENT OR ACTION IS
REQUIRED BY THE COMPANY, ITS BOARD OF DIRECTORS OR ITS STOCKHOLDERS.
EACH OF
THE TRANSACTION DOCUMENTS HAS BEEN (OR UPON DELIVERY WILL BE) DULY EXECUTED BY
THE COMPANY AND IS, OR WHEN DELIVERED IN ACCORDANCE WITH THE TERMS HEREOF, WILL
CONSTITUTE, THE VALID AND BINDING OBLIGATION OF THE COMPANY ENFORCEABLE AGAINST
THE COMPANY IN ACCORDANCE WITH ITS TERMS.
(D)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE
TRANSACTION DOCUMENTS BY THE