(D) THE DEBARRED LIST
MAINTAINED BY THE UNITED STATES DEPARTMENT OF STATE
(SUCH LISTS ARE
COLLECTIVELY REFERRED TO AS THE "LISTS");
(II)
HAS BEEN INDICTED OR ARRESTED FOR MONEY LAUNDERING OR FOR
PREDICATE CRIMES TO MONEY LAUNDERING, CONVICTED OR PLED NOLO CONTENDERE TO
CHARGES INVOLVING MONEY LAUNDERING OR PREDICATE CRIMES TO MONEY LAUNDERING;
(III)
HAS BEEN DETERMINED BY COMPETENT AUTHORITY TO BE SUBJECT TO THE
PROHIBITIONS CONTAINED IN THE ORDERS;
(IV)
IS OWNED OR CONTROLLED BY, NOR ACTS FOR OR ON BEHALF OF, ANY
PERSON ON THE LISTS OR ANY OTHER PERSON WHO HAS BEEN DETERMINED BY COMPETENT
AUTHORITY TO BE SUBJECT TO THE PROHIBITIONS CONTAINED IN THE ORDERS;
(V)
SHALL TRANSFER OR PERMIT THE TRANSFER OF ANY INTEREST IN THE
COMPANY, ANY SUCH SHAREHOLDERS OR ANY SUCH OTHER PARTY TO ANY PERSON WHO IS, OR
WHOSE BENEFICIAL OWNERS ARE, LISTED ON THE LISTS; OR
(VI)
SHALL ASSIGN THIS AGREEMENT OR ANY INTEREST HEREIN, TO ANY PERSON
WHO IS LISTED ON THE LISTS OR WHO IS ENGAGED IN ILLEGAL ACTIVITIES.
The representation and warranties in this Section 2.30 are not intended in any
way to limit any of the other representations and warranties hereunder,
including but not limited to those set forth in Section 2.12.
SECTION 3.
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.
The Investor hereby represents and warrants to the Company that:
3.1
AUTHORIZATION.
ALL CORPORATE ACTION ON THE PART OF THE INVESTOR,
ITS OFFICERS, DIRECTORS AND STOCKHOLDERS NECESSARY FOR THE AUTHORIZATION,
EXECUTION AND DELIVERY OF THIS
13
AGREEMENT AND THE SHAREHOLDERS AGREEMENT AND THE PERFORMANCE OF ALL OBLIGATIONS
OF THE INVESTOR HEREUNDER AND THEREUNDER AT THE CLOSING HAVE BEEN TAKEN OR WILL
BE TAKEN PRIOR TO THE CLOSING, AND THIS AGREEMENT AND THE SHAREHOLDERS
AGREEMENT, WHEN EXECUTED AND DELIVERED, WILL CONSTITUTE VALID AND LEGALLY
BINDING OBLIGATIONS OF THE INVESTOR, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS SUCH ENFORCEMENT MAY BE SUBJECT TO BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS NOW OR HEREAFTER IN EFFECT
RELATING TO CREDITOR'S RIGHTS AND GENERAL PRINCIPLES OF EQUITY.
3.2
PURCHASE ENTIRELY FOR OWN ACCOUNT.
THIS AGREEMENT IS MADE WITH THE
INVESTOR IN RELIANCE UPON THE INVESTOR'S REPRESENTATION TO THE COMPANY, WHICH BY
THE INVESTOR'S EXECUTION OF THIS AGREEMENT THE INVESTOR HEREBY CONFIRMS, THAT
THE SHARES WILL BE ACQUIRED FOR INVESTMENT FOR THE INVESTOR'S OWN ACCOUNT, NOT
AS A NOMINEE OR AGENT, AND NOT WITH A VIEW TO THE RESALE, TRANSFER OR
DISTRIBUTION OF ANY PART THEREOF, AND THAT THE INVESTOR HAS NO PRESENT INTENTION
OF SELLING, GRANTING ANY PARTICIPATION IN, OR OTHERWISE DISTRIBUTING THE SAME.
BY EXECUTING THIS AGREEMENT, THE INVESTOR FURTHER REPRESENTS THAT THE INVESTOR
DOES NOT HAVE ANY CONTRACT, UNDERTAKING, AGREEMENT OR ARRANGEMENT WITH ANY
PERSON TO SELL, TRANSFER OR GRANT PARTICIPATIONS TO SUCH PERSON OR TO ANY THIRD
PERSON, WITH RESPECT TO ANY OF THE SHARES.
3.3
RELIANCE UPON INVESTOR'S REPRESENTATIONS.
THE INVESTOR UNDERSTANDS
THAT THE SHARES MIGHT NOT BE REGISTERED UNDER THE SECURITIES ACT ON THE GROUND
THAT THE SALE PROVIDED FOR IN THIS AGREEMENT IS