AUTHORIZATION REQUIRED FOR SELLER TO LAWFULLY CONDUCT AND OPERATE ITS BUSINESS
IN THE MANNER IT CURRENTLY CONDUCTS AND OPERATES SUCH BUSINESS OR TO PERMIT IT
TO OWN, LEASE, OPERATE AND USE ITS ASSETS AND PROPERTIES IN THE MANNER IT
CURRENTLY OWNS, LEASES, OPERATES AND USES
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THEM, OTHER THAN (A) ANY VIOLATIONS, CONTRAVENTIONS OR CONFLICTS WITH, OR
CANCELLATIONS, MODIFICATIONS, REVOCATIONS OR SUSPENSIONS OF ANY SUCH
AUTHORIZATION THAT ARE SET FORTH ON SCHEDULE 4.3(E) OF THE SELLERS DISCLOSURE
SCHEDULES OR (B) ANY VIOLATIONS, CONTRAVENTIONS OR CONFLICTS WITH, OR
CANCELLATIONS, MODIFICATIONS, REVOCATIONS OR SUSPENSIONS OF SUCH GOVERNMENTAL
AUTHORIZATION THAT, INDIVIDUALLY OR IN THE AGGREGATE, ARE NOT MATERIAL TO THE
ABILITY OF THE SELLER TO PERFORM ITS MATERIAL OBLIGATIONS HEREUNDER OR THE
ESCROW AGREEMENT AND ARE NOT REASONABLY LIKELY TO PROHIBIT OR MATERIALLY
RESTRICT OR DELAY ITS PERFORMANCE OF THIS AGREEMENT OR THE ESCROW AGREEMENT.
(F)
BROKERS AND FINDERS.
EXCEPT FOR DEUTSCHE
BANK SECURITIES INC. AND MERCANTI SECURITIES, LLC WHOSE FEES SHALL BE PAID BY
THE SELLERS, NO AGENT, BROKER, INVESTMENT BANKER, INTERMEDIARY, FINDER, OR FIRM
ACTING ON BEHALF OF THE SELLER IS OR WILL BE ENTITLED TO ANY BROKER'S OR
FINDER'S FEE OR ANY OTHER COMMISSION OR SIMILAR FEE, DIRECTLY OR INDIRECTLY,
FROM SUCH SELLER IN CONNECTION WITH THIS AGREEMENT OR THE ESCROW AGREEMENT OR
UPON CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
ARTICLE 5
Representations and Warranties Regarding the Companies
Except as set forth in the corresponding sections of the Sellers Disclosure
Schedules (provided that a listing of an item in one section of the Sellers
Disclosure Schedules shall be deemed to be a listing in each section of the
Sellers Disclosure Schedules to which such item relates only to the extent that
it is reasonably apparent from a reading of such disclosure that it also
qualifies or applies to another section), each of the Sellers and CCR, jointly
and severally, hereby represent and warrant to the Parent and the Buyers as
follows. Except for the representations and warranties in the first sentence of
Section 5.1(a), Section 5.1(b), Section 5.5(a), and Section 5.5(d) (the "Company
Execution Reps"), the making of the following representations and warranties on
the date of this Agreement is not intended and does not create any liability for
the Sellers for any misrepresentation or misstatements on such date. The making
of these representations and warranties on the date of this Agreement is solely
for informational purposes and is not intended and does not create any liability
for the Sellers or CCR for any misrepresentation or misstatements on such date.
5.1.
Company Organization; Good Standing; CCR
Authority and Enforceability.
(A)
EACH COMPANY (A) IS DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF
ORGANIZATION, (B) HAS ALL REQUISITE POWER AND AUTHORITY TO OWN, OPERATE AND
LEASE ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW CONDUCTED, AND (C) IS
DULY QUALIFIED OR LICENSED TO TRANSACT BUSINESS AND IS IN GOOD STANDING IN EACH
STATE OR JURISDICTION IN WHICH THE OWNERSHIP,