EXPECTED TO PREVENT PURCHASER FROM PERFORMING ITS
OBLIGATIONS UNDER THIS AGREEMENT OR ANY SUCH RELATED AGREEMENT.
(B)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND EACH RELATED AGREEMENT TO
WHICH IT IS OR WILL BECOME A PARTY BY PURCHASER DOES NOT, AND THE PERFORMANCE OF
THIS AGREEMENT AND SUCH RELATED AGREEMENTS BY PURCHASER SHALL NOT, REQUIRE ANY
CONSENT, APPROVAL, AUTHORIZATION OR PERMIT OF, OR FILING WITH OR NOTIFICATION
TO, ANY GOVERNMENTAL ENTITY, EXCEPT (I) FOR APPLICABLE REQUIREMENTS OF THE HSR
ACT AND STATE BLUE SKY LAWS, AND (II) WHERE FAILURE TO OBTAIN SUCH CONSENTS,
APPROVALS, AUTHORIZATIONS OR PERMITS, OR TO MAKE SUCH FILINGS OR NOTIFICATIONS,
INDIVIDUALLY OR IN THE AGGREGATE WOULD NOT REASONABLY BE EXPECTED TO PREVENT THE
CONSUMMATION OF THE TRANSACTIONS OR DELAY THE SAME IN ANY MATERIAL RESPECT OR
OTHERWISE REASONABLY BE EXPECTED TO PREVENT PURCHASER FROM PERFORMING ITS
OBLIGATIONS UNDER THIS AGREEMENT OR ANY SUCH RELATED AGREEMENT.
24
SECTION 4.4.
Absence of Litigation.
There are (i) no actions, suits, investigations, or proceedings pending or, to
Purchaser's knowledge, threatened by or against Purchaser or any of its
properties or assets before any court, administrative, governmental, arbitral,
mediation or regulatory authority or body, domestic or foreign, that challenge
or seek to prevent, enjoin, alter or materially delay the transactions
contemplated hereby, and (ii) no unsatisfied judgments, decrees, injunctions or
orders of any Governmental Entity or arbitrator outstanding against Purchaser
that would reasonably be expected to prevent the consummation of the
transactions contemplated hereby or delay the same in any material respect or
otherwise reasonably be expected to prevent Purchaser from performing its
obligations under this Agreement and each Related Agreement to which it is or
will become a party.
SECTION 4.5.
Brokers.
No broker, finder or investment banker is entitled to any brokerage, finder's or
other fee or commission in connection with the Transactions based upon
arrangements made by or on behalf of Purchaser or any of its Affiliates.
SECTION 4.6.
Financial Ability.
As of the date of this Agreement, Purchaser has, and on the Closing Date,
Purchaser will have, cash on hand and/or funds readily available to it from
committed financing sources (without the satisfaction of any condition not set
forth in Section 7.1 or 7.2) that will enable Purchaser to fulfill all of its
obligations under this Agreement to be performed by it at or after the Closing.
SECTION 4.7.
Disclaimer of Other Representations and Warranties.
PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE
II AND ARTICLE III OR IN THE RELATED AGREEMENTS, NEITHER ANY SELLER NOR ANY
SELLER'S AFFILIATES OR REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESSED OR IMPLIED, AT LAW OR IN EQUITY IN RESPECT OF THE OPTIONS, THE EQUITY
SECURITIES OF THE COMPANIES, OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES,
BUSINESSES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE
HEREBY EXPRESSLY DISCLAIMED.
PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO
THE EXTENT SPECIFICALLY SET FORTH IN ARTICLE