NOW BEING CONDUCTED.
SELLER IS DULY QUALIFIED TO DO BUSINESS, AND IS
IN GOOD STANDING, IN THE STATE OF FLORIDA AND EACH OTHER JURISDICTION IN WHICH
THE ASSETS OWNED OR LEASED BY IT MAKES SUCH QUALIFICATION NECESSARY, EXCEPT
WHERE THE FAILURE TO SO QUALIFY AND BE IN GOOD STANDING WILL NOT HAVE A MATERIAL
ADVERSE EFFECT.
4
(B)
AUTHORITY.
SELLER HAS ALL REQUISITE COMPANY POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL REQUISITE
LIMITED LIABILITY COMPANY ACTION ON THE PART OF SELLER.
(C)
ENFORCEABILITY.
THIS AGREEMENT CONSTITUTES A VALID AND BINDING AGREEMENT
OF SELLER ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
(I) APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER
SIMILAR LAWS OF GENERAL APPLICATION WITH RESPECT TO CREDITORS, (II) GENERAL
PRINCIPLES OF EQUITY AND (III) THE POWER OF A COURT TO DENY ENFORCEMENT OF
REMEDIES GENERALLY BASED UPON PUBLIC POLICY.
(D)
NO CONFLICT OR VIOLATION.
EXCEPT FOR ANY EXCEPTIONS SET FORTH IN SECTION
4.1(E) (OR REFERENCED IN SCHEDULE 4.1(E)), NEITHER THE EXECUTION AND DELIVERY OF
THIS AGREEMENT NOR THE CONSUMMATION OF THE TRANSACTIONS AND PERFORMANCE OF THE
TERMS AND CONDITIONS CONTEMPLATED HEREBY BY SELLER WILL (I) CONFLICT WITH OR
RESULT IN A VIOLATION OR BREACH OF OR DEFAULT UNDER ANY PROVISION OF THE
CERTIFICATE OF FORMATION, BY-LAWS OR OTHER SIMILAR GOVERNING DOCUMENTS OF
SELLER, (II) CONFLICT WITH OR RESULT IN A VIOLATION OR BREACH OF OR DEFAULT
UNDER ANY AGREEMENT, INDENTURE OR OTHER INSTRUMENT UNDER WHICH SELLER IS BOUND
AND TO WHICH ANY ASSET IS SUBJECT, OTHER THAN SUCH CONFLICTS, BREACHES,
VIOLATIONS OR DEFAULTS AS WILL NOT HAVE A MATERIAL ADVERSE EFFECT, OR (III)
VIOLATE OR CONFLICT WITH ANY LAW APPLICABLE TO SELLER OR THE ASSETS.
(E)
CONSENTS.
EXCEPT FOR (I) CONSENTS OR APPROVALS OF OR FILINGS WITH
APPLICABLE GOVERNMENTAL AUTHORITIES IN CONNECTION WITH ASSIGNMENTS OF THE
SUBJECT INTERESTS AND MEMBERSHIP INTERESTS AS CONTEMPLATED BY SECTION 7.2, AND
(II) CONSENTS, APPROVALS, AUTHORIZATIONS, PERMITS, FILINGS, NOTICES OR
PREFERENCE RIGHTS REFERENCED IN SCHEDULE 4.1(E), TO SELLER'S KNOWLEDGE (X) NO
CONSENT, APPROVAL, AUTHORIZATION OR PERMIT OF, OR FILING WITH OR NOTIFICATION
TO, ANY PERSON IS REQUIRED FOR OR IN CONNECTION WITH THE EXECUTION AND DELIVERY
OF THIS AGREEMENT BY SELLER OR FOR OR IN CONNECTION WITH THE CONSUMMATION OF THE
TRANSACTIONS AND PERFORMANCE OF THE TERMS AND CONDITIONS CONTEMPLATED HEREBY BY
SELLER AND (Y) THERE ARE NO PREFERENCE RIGHTS WHICH ARE APPLICABLE TO THE SALE
OF THE ASSETS BY SELLER AS CONTEMPLATED BY THIS AGREEMENT.
(F)
ACTIONS.
EXCEPT AS SET FORTH IN SCHEDULE 4.1(F), THERE IS NO ACTION
PENDING (WITH SERVICE OF PROCESS THEREIN HAVING BEEN MADE ON SELLER) OR, TO THE
KNOWLEDGE OF SELLER, THREATENED (OR PENDING WITHOUT SERVICE OF PROCESS THEREIN
HAVING BEEN MADE ON SELLER) TO WHICH SELLER IS (OR IS THREATENED TO BE MADE) A
PARTY AND WHICH RELATES TO THE ASSETS.
(G)
COMPLIANCE WITH LAWS.
EXCEPT