Common use of Representations, Warranties and Agreements of Buyer Clause in Contracts

Representations, Warranties and Agreements of Buyer. Buyer represents and warrants to Seller that: (a) No Termination Event (as such term is defined below) has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement. (b) All reports and other documents filed by Buyer with the Commission pursuant to the Exchange Act, when considered as a whole (with the most recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. (c) Buyer will publicly announce its entry into the Transaction upon execution by Buyer of this Agreement, and Buyer agrees to comply with all applicable disclosure requirements relating to the Transaction including, without limitation, Item 703 of Regulation S-K under the Securities Act. (d) Any Shares, when issued and delivered by Buyer in accordance with the terms of the Transaction, will be duly authorized and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights. (e) Buyer will reserve and keep available, free from preemptive rights, out of its authorized but unissued Shares, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of Shares as shall then be issuable upon settlement of the Transaction; subject to the limitation set forth in Article 2. (f) Prior to the Settlement Date, any Shares to be delivered on the Settlement Date by Buyer shall have been approved for listing on the Exchange, subject to official notice of issuance (it being understood that nothing herein shall create any obligation of Buyer to register any Shares under the Securities Act). (g) Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares), to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares), to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities. (h) Before and after giving effect to the Transaction, Buyer has complied with all applicable law, rules and regulations in connection with disclosure of all material information with respect to its business, operations or condition (financial or otherwise). (i) Buyer is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws including, without limitation, Rule 10b-5 of the Exchange Act. Buyer has not entered into or altered any hedging transaction relating to the Shares intended to correspond to or offset the Transaction.

Representations, Warranties and Agreements of Buyer. Buyer represents To induce Seller to execute, deliver and perform this Agreement, Buyer, subject to the Buyer’s Conditions, hereby represents, warrants to to, and agrees for the benefit of each Seller thaton and as of the date hereof and on and as of the Closing Date as follows: (a) No Termination Event (as such term Buyer is defined below) has occurred a corporation validly existing and is continuing and no such event or circumstance would occur as a result in good standing under the laws of its entering into or performing its obligations under jurisdiction of organization; all representations and warranties of Buyer appearing in other sections and subsections of this Agreement.Agreement are true and correct in all material respects and each Buyer’s assignees will on the Closing Date be qualified to do business in the states in which the respective Premises being acquired by such assignee is located; (b) All reports Buyer has full capacity and other all necessary authority to execute, deliver and perform this Agreement and all documents filed to be executed by Buyer pursuant hereto are and shall be binding upon and enforceable against Buyer in accordance with their respective terms; the Commission pursuant person(s) executing this Agreement on behalf of Buyer is (are) authorized to the Exchange Act, when considered as a whole (with the most recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.so; (c) Buyer will publicly announce its entry into There are no attachments, executions, assignments for the Transaction upon execution by Buyer benefit of this Agreementcreditors, and Buyer agrees to comply with all applicable disclosure requirements relating to the Transaction includingappointments of receivers, without limitationvoluntary of involuntary proceedings in bankruptcy or under other debtor relief laws contemplated by, Item 703 of Regulation S-K under the Securities Act.pending or threatened against Buyer; and (d) Any SharesNeither Buyer nor, when issued to the best of Buyer’s reasonable knowledge, any beneficial owner of Buyer: i. is listed on the Specially Designated Nationals and delivered Blocked Persons Listed maintained by Buyer in accordance with the terms OFAC and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the Transaction, will be duly authorized rules and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject regulations of OFAC or pursuant to any preemptive other applicable legal authority (such lists are collectively referred to as the Lists); ii. is a Person who has been determined by competent authority to be a Person with whom a U.S. Person is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive orders or similar rightsany lists published by the United States Department of Commerce, the United States Department of State including any agency or office thereof; iii. is owned or controlled by, or acts for or on behalf of, any Person on the Lists or any other Person who has been determined by competent authority to be a Person with whom a U.S. Person is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive orders or any lists published by the United States Department of Treasury or the United States Department of State including any agency or office thereof; or iv. Is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws. (e) Buyer will reserve and keep available, free from preemptive rights, out of its authorized but unissued Shares, solely for On or before the purpose of issuance upon settlement expiration of the Transaction as herein providedDue Diligence Period, the full number of Shares as shall then be issuable upon settlement of the Transaction; subject to the limitation set forth in Article 2. (f) Prior to the Settlement Date, any Shares to be delivered on the Settlement Date by Buyer shall have been approved for listing on the Exchange, subject inform Seller of any Short-Term Contracts that Buyer wishes Seller to official notice of issuance (it being understood that nothing herein shall create any obligation of Buyer to register any Shares under the Securities Act)terminate. (g) Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares), to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares), to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities. (h) Before and after giving effect to the Transaction, Buyer has complied with all applicable law, rules and regulations in connection with disclosure of all material information with respect to its business, operations or condition (financial or otherwise). (i) Buyer is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws including, without limitation, Rule 10b-5 of the Exchange Act. Buyer has not entered into or altered any hedging transaction relating to the Shares intended to correspond to or offset the Transaction.

Representations, Warranties and Agreements of Buyer. Buyer represents and warrants to Seller that: (a) No Termination Event (as such term is defined below) has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement. (b) All reports and other documents filed by Buyer with the Securities and Exchange Commission pursuant to the Exchange Act, when considered as a whole (with the most recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein herein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. (c) Buyer will has publicly announce announced its entry into the Transaction upon execution by Buyer of this AgreementTransaction, and Buyer agrees to comply with all applicable disclosure requirements relating to the Transaction including, without limitation, Item 703 of Regulation S-K under the Securities Act. (d) Any Shares, when issued and delivered by Buyer in accordance with the terms of the Transaction, will be duly authorized and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights. (e) Buyer has reserved and will reserve and keep available, free from preemptive rights, out of its authorized but unissued Shares, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of Shares as shall then be issuable upon settlement of the Transaction; subject to the limitation set forth in Article 2. (f) Prior to the Settlement Date, any Shares to be delivered on the Settlement Date by Buyer shall have been approved for listing on the Exchange, subject to official notice of issuance (it being understood that nothing herein shall create any obligation of Buyer to register any Shares under the Securities Act). (g) Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares), to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares), to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities. (h) Before and after giving effect to the Transaction, Buyer has complied with all applicable law, rules and regulations in connection with disclosure of all material information with respect to its business, operations or condition (financial or otherwise); and as of the date hereof and as of each day hereon forth until the Settlement Date, Buyer is not and will not be prohibited by law, contract or otherwise from purchasing Shares. (i) Buyer is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws including, without limitation, Rule 10b-5 of the Exchange Act. Buyer has not entered into or altered any hedging transaction relating to the Shares intended to correspond corresponding to or offset offsetting the Transaction. (j) During the Valuation Period and the Cash Settlement Averaging Period, if any, Buyer does not have, and shall not attempt to exert, any influence over how, when, whether or at what price to effect any purchase or sale of Shares by Seller (or its agent or affiliate). (k) Buyer is not engaged in a “distribution”, as such term is used in Regulation M, that would preclude purchases by Buyer of Shares. (l) Buyer is an “eligible contract participant” as such term is defined in Section 1(a)(12) of the Commodity Exchange Act, as amended. (m) Buyer is not and, after giving effect to the Transaction, will not be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (n) Buyer is, and shall be as of the date of any payment or delivery by Buyer hereunder, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages. (o) Buyer (i) has timely filed, caused to be timely filed or will timely file or cause to be timely filed all material tax returns that are required to be filed by it as of the date hereof and (ii) has paid all material taxes shown to be due and payable on said returns or on any assessment made against it or any of its property and all other material taxes, assessments, fees, liabilities or other charges imposed on it or any of its property by any governmental authority, unless in each case the same are being contested in good faith. For purposes of determining whether a tax return has been timely filed, any extensions shall be taken into account. (p) The public disclosure of all material information relating to Buyer is within Buyer’s control.

Representations, Warranties and Agreements of Buyer. Buyer represents hereby represents, warrants and warrants to Seller thatagrees as follows: (a) No Termination Event (as such term Buyer is defined below) has occurred a corporation duly organized, validly existing and is continuing and no such event or circumstance would occur as a result in good standing under the laws of its entering into or performing its obligations under this Agreementjurisdiction. (b) All reports Buyer has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Buyer's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Buyer and its Board of Directors and stockholders and no other documents filed corporate action on the part of Buyer is necessary for the execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer, and assuming the due execution hereof by Lisco, this Agreement constitutes the legal, valid and binding obligation of Buyer in accordance with the Commission pursuant its terms except to the Exchange Actextent that its enforceability may be limited by bankruptcy, when considered as a whole (with the most recent such reports insolvency, reorganization, moratorium or other laws relating to or affecting creditors' rights generally and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleadingby general equity principles. (c) Buyer will publicly announce its entry into the Transaction upon execution The execution, delivery and performance by Buyer of this AgreementAgreement requires no order, and license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official except such as have been obtained or except where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not reasonably be expected to adversely affect the ability of Buyer agrees to comply with all applicable disclosure requirements relating to the Transaction including, without limitation, Item 703 of Regulation S-K under the Securities Actperform its obligations hereunder. (d) Any SharesThe execution, when issued delivery and delivered performance by Buyer in accordance with the terms of the Transaction, will be duly authorized this Agreement does not and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject (i) violate the certificate of limited partnership or agreement of limited partnership of Buyer, (ii) violate any law, rule, regulation, judgment, injunction, order or decree applicable to or binding upon Buyer, (iii) require any consent or other action by any person under, constitute a default under (with due notice or lapse of time or both), or give rise to any preemptive right of termination, cancellation or similar rightsacceleration of any right or obligation of Buyer or to a loss of any benefit to which Buyer is entitled under any provision of any agreement or other instrument binding upon Buyer or any of its assets or properties or (iv) result in the creation or imposition of any material Lien on any property or asset of Buyer. (e) Buyer will reserve and keep available, free from preemptive rights, out of its authorized but unissued Shares, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of The Shares as shall then be issuable upon settlement of the Transaction; subject to the limitation set forth in Article 2. (f) Prior to the Settlement Date, any Shares to be delivered on the Settlement Date purchased by Buyer shall have been approved for listing on the Exchange, subject pursuant to official notice of issuance (it being understood that nothing herein shall create any obligation of Buyer to register any Shares under the Securities Act). (g) Buyer is not entering into this Agreement are being acquired for investment only and not with a view to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares)public distribution thereof, and Buyer shall not offer to raise or depress sell or otherwise manipulate the price dispose of the Shares (or so acquired by it in violation of any security convertible into or exchangeable for Shares), to facilitate a distribution registration requirements of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance Securities Act of securities. (h) Before 1933, as amended, and after giving effect to the Transaction, Buyer has complied with all applicable law, rules and regulations in connection with disclosure of all material information with respect to its business, operations or condition (financial or otherwise)promulgated thereunder. (i) Buyer is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws including, without limitation, Rule 10b-5 of the Exchange Act. Buyer has not entered into or altered any hedging transaction relating to the Shares intended to correspond to or offset the Transaction.

Representations, Warranties and Agreements of Buyer. To induce Seller to execute, deliver and perform this Agreement, except as otherwise disclosed in writing to Seller, Buyer hereby represents and warrants to Seller Seller, on and as of the Effective Date and on and as of the Closing Date, that: (a) No Termination Event (as such term is defined below) Buyer has occurred full capacity to execute, deliver and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under perform this Agreement., and all documents to be executed by Buyer pursuant hereto are, and shall be, binding upon and enforceable against Buyer in accordance with their respective terms; (b) All reports Buyer is a limited liability company organized and other documents filed by Buyer with validly existing and in good standing under the Commission pursuant to the Exchange Act, when considered as a whole (with the most recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light laws of the circumstances in which they were made, not misleading.State of Texas; (c) Buyer will publicly announce its entry into the Transaction upon execution This Agreement and all documents executed by Buyer that are to be delivered to Seller at Closing (i) are, or at the time of this AgreementClosing will be, duly authorized, executed and delivered by Buyer, (ii) do not, and at the time of Closing will not, violate any provision of any agreement or judicial order to which Buyer agrees to comply is a party, and (iii) constitute (or in the case of Closing Documents will constitute at Closing) a valid and legally binding obligation of Buyer, enforceable in accordance with all applicable disclosure requirements relating to the Transaction including, without limitation, Item 703 of Regulation S-K under the Securities Act.their terms; (d) Any SharesBuyer has not made any general assignment for the benefit of Buyer’s creditors; no proceeding seeking (i) relief for Buyer under any bankruptcy or insolvency law, when issued (ii) the rearrangement or readjustment of Buyer’s debt, (iii) the appointment of a receiver, custodian, liquidator or trustee to take possession of substantially all of the assets of Buyer, or (iv) the liquidation of Buyer, has been commenced, is planned by Buyer, or has been threatened by any other Person; and delivered by If, between the Effective Date and the Closing Date, Buyer has knowledge that any of its foregoing representations and warranties proves or becomes untrue, incorrect or misleading in any material adverse respect, then Buyer shall promptly notify Seller of such fact and then, in such event, or if it is otherwise determined that Buyer’s representations and warranties are untrue, incorrect or misleading in any material adverse respect, Seller shall have the option to: (A) terminate this Agreement, in which case this Agreement shall be null and void in all respects, and thereafter neither Party shall have any further rights, liabilities or obligations hereunder, except as expressly provided in those sections hereof which state that they expressly survive such termination, or (B) waive the violation of the representation and warranty and proceed to Closing in accordance with the terms and provisions hereof; provided that Seller shall, within ten (10) Business Days of the TransactionSeller’s receipt from Buyer of written notice as aforesaid, will be duly authorized and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights. (e) give Buyer will reserve and keep available, free from preemptive rights, out of its authorized but unissued Shares, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of Shares as shall then be issuable upon settlement of the Transaction; subject to the limitation set forth in Article 2. (f) Prior to the Settlement Date, any Shares to be delivered on the Settlement Date by Buyer shall have been approved for listing on the Exchange, subject to official written notice of issuance Seller’s election. Upon any such termination by Seller of this Agreement, Escrow Agent shall promptly deliver the Deposit to Seller. Notwithstanding the foregoing, if Buyer breaches its obligations under this Agreement or undertakes an intentional act or omission that results in any of Buyer’s representations and warranties becoming untrue, incorrect or misleading, Seller shall also have all rights and remedies provided pursuant to Section 14(b) (it being understood that nothing herein shall create any obligation of Buyer to register any Shares under the Securities Actif applicable). (g) Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares), to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares), to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities. (h) Before and after giving effect to the Transaction, Buyer has complied with all applicable law, rules and regulations in connection with disclosure of all material information with respect to its business, operations or condition (financial or otherwise). (i) Buyer is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws including, without limitation, Rule 10b-5 of the Exchange Act. Buyer has not entered into or altered any hedging transaction relating to the Shares intended to correspond to or offset the Transaction.

Representations, Warranties and Agreements of Buyer. Buyer represents and warrants to Seller that: (a) No Termination Event (as such term is defined below) has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement. (b) All reports and other documents filed by Buyer with the Commission pursuant to the Exchange Act, when considered as a whole (with the most recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. (c) Buyer will publicly announce its entry into the Transaction upon execution by Buyer of this Agreement, and Buyer agrees to comply with all applicable disclosure requirements relating to the Transaction including, without limitation, Item 703 of Regulation S-K under the Securities Act. (d) Any Shares, when issued and delivered by Buyer in accordance with the terms of the Transaction, will be duly authorized and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights. (e) Buyer will reserve and keep available, free from preemptive rights, out of its authorized but unissued Shares, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of Shares as shall then be issuable upon settlement of the Transaction; , subject to the limitation set forth in Article 24. (f) Prior to the Settlement Date, any Shares to be delivered on the Settlement Date by Buyer shall have been approved for listing on the Exchange, subject to official notice of issuance (it being understood that nothing herein shall create any obligation of Buyer to register any Shares under the Securities Act). (g) Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares), to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares), to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities. (h) Before and after giving effect to the Transaction, Buyer has complied with all applicable law, rules and regulations in connection with disclosure of all material information with respect to its business, operations or condition (financial or otherwise). (i) Buyer is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws including, without limitation, Rule 10b-5 of the Exchange Act. Buyer has not entered into or altered any hedging transaction relating to the Shares intended to correspond to or offset the Transaction. (k) Buyer is not engaged in a “distribution”, as such term is used in Regulation M, that would preclude purchases by Buyer of Shares. (l) Buyer is an “eligible contract participant” as such term is defined in Section 1(a)(12) of the Commodity Exchange Act, as amended. (m) Buyer is not and, after giving effect to the Transaction, will not be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (n) Buyer is, and shall be as of the date of any payment or delivery by Buyer hereunder, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages. (o) Buyer (i) has timely filed, caused to be timely filed or will timely file or cause to be timely filed all material tax returns that are required to be filed by it as of the date hereof and (ii) has paid all material taxes shown to be due and payable on said returns or on any assessment made against it or any of its property and all other material taxes, assessments, fees, liabilities or other charges imposed on it or any of its property by any governmental authority, unless in each case the same are being contested in good faith. For purposes of determining whether a tax return has been timely filed, any extensions shall be taken into account.

Representations, Warranties and Agreements of Buyer. Buyer hereby represents and warrants to to, and agrees with Seller thatthat on the date hereof and the Closing Date: (a) No Termination Event (5.1 Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own, operate and lease its properties and conduct its business as such term is defined below) has occurred now owned, operated, leased and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreementconducted. (b) All reports 5.2 The execution and other documents filed by Buyer with the Commission pursuant to the Exchange Act, when considered as a whole (with the most recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. (c) Buyer will publicly announce its entry into the Transaction upon execution by Buyer delivery of this Agreement, and the consummation 11 of the transactions contemplated herein, have been duly authorized by Buyer, and no other proceedings on the part of Buyer agrees are necessary to comply authorize this Agreement and, nor the carrying out of the transactions contemplated herein. Buyer is not required to obtain bankruptcy court approval in connection with all applicable disclosure requirements relating to the Transaction including, without limitation, Item 703 execution and delivery of Regulation S-K under this Agreement or the Securities Actconsummation of the transactions contemplated hereby. 5.3 The execution delivery and performance of this Agreement, and the consummation of the transactions contemplated herein, will not violate, or result in a breach of, or constitute (dwith or without due notice or lapse of time or both) Any Sharesa default (or give rise to any right of termination, when issued cancellation or acceleration) under any charter or by-law, or agreement, instrument, judgment, or decree to which Buyer is a party, or to which it is subject or bound. 5.4 This Agreement will be, upon execution and delivered delivery thereof by Buyer Buyer, the valid and binding obligations of Buyer, and will be enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors rights generally. 5.5 Buyer has performed its own due diligence of the Purchased Assets, and by execution of this Agreement, has accepted the condition of the Purchased Assets as of the date hereof. Buyer has reviewed the terms of the Transaction, will be duly authorized and validly issued, fully paid and nonassessableLease, and the issuance thereof will not be subject terms of the Lease is acceptable to any preemptive or similar rightsBuyer. (e) 5.6 Buyer will reserve has the financial capacity to consummate the acquisition of the Purchased Assets. 5.7 Buyer is current in the payment of all licensing fees owed to Red One as of the date of this Agreement; if there are any outstanding licensing fees due on the Closing Date to Red One, Buyer shall make payment of all amounts due on the Closing Date. Nothing contained in this Agreement shall affect Buyer's obligation to continue to pay licensing fees to Red One through and keep availableuntil the Closing Date pursuant to that certain License Agreement dated _________, free from preemptive rights, out 1996 between Red One and Buyer. Upon Buyer's performance in full of its authorized but unissued Sharesobligations under this Section 5.7, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of Shares as shall then be issuable upon settlement of the Transaction; subject to the limitation set forth in Article 2. (f) Prior to the Settlement Date, any Shares to be delivered on the Settlement Closing Date the licensing fees payable by Buyer to Red One shall have been approved for listing on the Exchange, subject to official notice of issuance (it being understood that nothing herein shall create any obligation of Buyer to register any Shares under the Securities Act)terminate. (g) Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares), to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares), to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities. (h) Before and after giving effect to the Transaction, Buyer has complied with all applicable law, rules and regulations in connection with disclosure of all material information with respect to its business, operations or condition (financial or otherwise). (i) Buyer is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws including, without limitation, Rule 10b-5 of the Exchange Act. Buyer has not entered into or altered any hedging transaction relating to the Shares intended to correspond to or offset the Transaction.

Representations, Warranties and Agreements of Buyer. Buyer represents and warrants to Seller that: (a) No Termination Event (as such term is defined below) with respect to Buyer has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement. (b) All reports and other documents filed by Buyer with the Commission pursuant to the Exchange Act, when considered as a whole (with the most recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. (c) Buyer will publicly announce its entry into the Transaction upon execution by Buyer of this Agreement, and Buyer agrees to comply with all applicable disclosure requirements relating to the Transaction including, without limitation, Item 703 of Regulation S-K under the Securities Act. (d) Any Shares, when issued and delivered by Buyer in accordance with the terms of the Transaction, will be duly authorized and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights. (e) Buyer will reserve and keep available, free from preemptive rights, out of its authorized but unissued Shares, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of Shares as shall then be issuable upon settlement of the Transaction; , subject to the limitation set forth in Article 24. (f) Prior to the Settlement Date, any Shares to be delivered on the Settlement Date by Buyer shall have been approved for listing on the Exchange, subject to official notice of issuance (it being understood that nothing herein shall create any obligation of Buyer to register any Shares under the Securities Act). (g) Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares), to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares), to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities. (h) Before and after giving effect to the Transaction, Buyer has complied with all applicable lawlaws, rules and regulations in connection with disclosure of all material information with respect to its business, operations or condition (financial or otherwise). (i) Buyer is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws including, without limitation, Rule 10b-5 of the Exchange Act. Buyer has not entered into or altered any hedging transaction relating to the Shares intended to correspond to or offset the Transaction.