REPRESENTATIONS AND WARRANTIES OF KEY SHAREHOLDER CORPORATIONS. Each of the Key Shareholders that is a corporation represents and warrants to the Purchaser, with respect to itself only, as follows:
(a) Such Key Shareholder is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation.
(b) Such Key Shareholder has all requisite corporate power and authority to enter into this Agreement and all agreements and other documents to be entered into by it in connection herewith and to consummate the transactions contemplated hereby and thereby. All corporate action on the part of such Key Shareholder necessary for the authorization, execution and delivery of this Agreement and all other agreements to be entered into in connection herewith by it, and the performance of the obligations of such Key Shareholder hereunder and thereunder, has been taken or will be taken prior to the Closing Date.
(c) Neither the execution and delivery of this Agreement and the other agreements and documents to be entered into in connection herewith nor the completion of the sale and transfer of the Company Shares and Options in accordance with the provisions hereof and of the Offer nor the consummation of the other transactions contemplated hereunder and thereunder will result in or constitute a default under, or be in contravention or breach of any provision of, such Key Shareholder's articles of incorporation or bylaws.
