ALL NECESSARY
CORPORATE POWER TO OWN ITS ASSETS (INCLUDING THE PURCHASED ASSETS) AND TO
OPERATE ITS BUSINESS (INCLUDING THE BUSINESS) AS 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)
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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 NEITHER
SELLER NOR PARENT HAS RECEIVED ANY WRITTEN NOTICE, NOR HAVE ANY KNOWLEDGE OF THE
EXISTENCE OF ANY CLAIM OF OFFSET OR COUNTERCLAIM BY ANY ACCOUNT DEBTOR.
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 AND PARENT'S KNOWLEDGE, THE SELLER AND PARENT REPRESENT 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