HEREIN, AND SELLER WILL TAKE ALL SUCH FURTHER ACTIONS AS ARE NECESSARY OR
APPROPRIATE TO CAUSE THE TRANSACTION CONTEMPLATED HEREBY TO COMPLY WITH ALL
APPLICABLE LAW.
3.6
THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN ARE ACCURATE IN ALL
MATERIAL RESPECTS.
NONE OF THE PERIODIC AND OTHER REPORTS OF THE SELLER FILED
WITH THE SEC UNDER THE EXCHANGE ACT SINCE JANUARY 1, 2007, CONTAIN ANY
MISSTATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO
PREVENT THE STATEMENTS MADE HEREIN OR THEREIN FROM BEING MISLEADING.
SINCE THE
FILING OF SELLER'S MOST RECENT ANNUAL REPORT ON FORM 10-K WITH THE SECURITIES
AND EXCHANGE COMMISSION ("SEC"), THERE HAS BEEN NO MATERIAL ADVERSE CHANGE TO
SELLER'S FINANCIAL CONDITION OR ITS RESULTS OF OPERATIONS OF THE KIND REQUIRED
TO BE DISCLOSED IN FILINGS WITH THE SEC UNDER APPLICABLE FEDERAL SECURITIES LAWS
THAT HAVE NOT BEEN SO DISCLOSED BY SELLER.
4.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER.
IN ADDITION TO THE
WARRANTIES, REPRESENTATIONS AND COVENANTS OF BUYER CONTAINED ELSEWHERE HEREIN,
BUYER HEREBY WARRANTS, REPRESENTS AND COVENANTS TO SELLER AS FOLLOWS:
4.1
BUYER IS A REGISTERED INVESTMENT ADVISOR UNDER THE SECURITIES EXCHANGE ACT
OF 1934 AND A CORPORATION ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER
THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITH FULL CORPORATE POWER AND
AUTHORITY TO CARRY ON ITS BUSINESS AS NOW CONDUCTED.
4.2
BUYER POSSESSES ALL REQUISITE POWER AND AUTHORITY TO EXECUTE AND DELIVER
THIS AGREEMENT AND PERFORM ALL OF ITS OBLIGATIONS HEREUNDER, AND NO ADDITIONAL
CONSENT OR APPROVAL OF ANY OTHER PERSON, ENTITY OR GOVERNMENTAL AUTHORITY IS
REQUIRED THEREFOR.
THIS AGREEMENT IS A VALID AND BINDING OBLIGATION OF BUYER
AND IS FULLY ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS AND CONDITIONS.
4.3
BUYER IS AN "ACCREDITED INVESTOR," AS THAT TERM IS DEFINED IN RULE 501 OF
REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
AND IS A SOPHISTICATED INVESTOR AS DESCRIBED IN RULE 506(B)(2)(II) OF
REGULATION D UNDER THE SECURITIES ACT.
BUYER IS NOT AN OFFICER, DIRECTOR OR
"AFFILIATE" (AS THAT TERM IS DEFINED IN RULE 405 PROMULGATED UNDER THE
SECURITIES ACT) OF SELLER.
4.4
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY BUYER WILL NOT VIOLATE ANY
LAW, REGULATION, DECREE, WRIT, ORDER OR INJUNCTION WHICH, COLLECTIVELY, WOULD
HAVE A MATERIAL ADVERSE EFFECT UPON THE BUYER'S ABILITY TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY.
4.5
THE REPRESENTATIONS AND WARRANTIES MADE HERE IN ARE ACCURATE IN ALL
MATERIAL RESPECTS.
BUYER WILL HAVE THE FUNDS TO PAY THE PURCHASE PRICE AS OF
THE CLOSING DATE.
3
4.6
BUYER HAS REQUESTED AND RECEIVED SUCH INFORMATION AND HAS MADE SUCH DUE
DILIGENCE INVESTIGATION, INCLUDING HAVING ACCESS TO THE BOOKS AND RECORDS OF
SELLER AND ITS AFFILIATED COMPANIES, AS BUYER HAS DEEMED PERTINENT TO ITS
CONSIDERATION OF THE PURCHASE OF THE SHARES.
BUYER HAS NOT BEEN FURNISHED ANY
OFFERING LITERATURE OR PROSPECTUS.
BUYER HAS CAREFULLY REVIEWED THE PUBLICLY
AVAILABLE INFORMATION REGARDING SELLER AND THE INFORMATION PROVIDED TO BUYER BY
SELLER AND IS THOROUGHLY FAMILIAR WITH THE