Asset Purchase Agreement (Page 5 of 5) in pdf

deliver this Agreement and each of the Ancillary Agreements to which it will be a party, to perform

fully its obligations thereunder, and to consummate the transactions contemplated thereby. The

execution and delivery by Seller of this Agreement, and the consummation of the transactions

contemplated hereby, have been, and on the Closing Date the execution and delivery by each of the

Foreign Subsidiaries of each of the Ancillary Agreements to which it will be a party and the

consummation of the transactions contemplated thereby will have been, duly authorized by all

requisite corporate action of such Seller. Seller has duly executed and delivered this Agreement and

on the Closing Date each of the Foreign Subsidiaries will have duly executed and delivered each of

the Ancillary Agreements to which it is a party. This Agreement is, and on the Closing Date each of

the Ancillary Agreements to which Seller is a party will be, legal, valid and binding obligations of

Seller, enforceable against it in accordance with their respective terms. On the Closing Date, each of

the Ancillary Agreements to which any Seller is a party will be legal, valid and binding obligations of

the Seller executing such agreements, enforceable against it in accordance with their respective terms.

2.2.Corporate Status.

(a)The names of the Sellers are set forth in Schedule 2.2(a). Each Seller is a corporation duly

organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,

as set forth in Schedule 2.2(a), with full corporate power and authority to carry on its business

(including its portion of the Business) and to own or lease and to operate its properties as and in the

places where such business is conducted and such properties are owned, leased or operated.

(b)Each Seller is duly qualified or licensed to do business and is in good standing in each of

the jurisdictions specified opposite its name in Schedule 2.2(b), which are the only jurisdictions in

which the operation of its portion of the Business or the character of the properties owned, leased or

operated by it in connection with the Business makes such qualification or licensing necessary.

(c)Each Seller has delivered to Buyer complete and correct copies of its certificate of

incorporation and by-laws or other organizational documents, in each case, as amended and in effect

on the date hereof. None of the Sellers is in violation of any of the provisions of its certificate of

incorporation or by-laws or other organizational documents.

2.3.No Conflicts, etc. The execution, delivery and performance by each Seller of its

respective Acquisition Agreement and each of the Ancillary Agreements to which it is a party, and the

consummation of the transactions contemplated hereby and thereby, do not and will not conflict with,

contravene, result in a violation or breach of (with or without the giving of notice or the lapse of time

or both), give rise to a right or claim of termination, modification or vesting, or result in the creation of

any Lien upon any of the Assets under (i) any applicable Law, (ii) the certificate of incorporation or

by-laws or other organizational documents of such Seller or (iii) except as set forth in Schedule 2.3,

any Contract or other agreement or instrument to which any Seller or any Affiliate thereof is a party or

by which any Seller or any of their properties or assets may be bound or affected. Except as

specified in Schedule 2.3, no Governmental Approval or other Consent is required to be obtained or

made by any Seller in connection with the execution and delivery of the Acquisition Agreements and

the Ancillary Agreements or the consummation or performance of the transactions contemplated

thereby.

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Asset Purchase Agreement Page 5