Form Apa - Asset Purchase Agreement Page 13
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Seller is duly qualified to do business as a foreign corporation and is in good standing in
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each jurisdiction in which such qualification is necessary under applicable law as a result
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of the conduct of the Business or the ownership of those properties which relate to the
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Business, except where the failure to be so qualified or in good standing would not have a
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Material Adverse Effect.
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4.2
Authorization
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Seller has all requisite corporate power and authority, and has taken all corporate
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action necessary, to execute and deliver this Agreement and the Ancillary Agreements to
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which it is a party, to consummate the transactions contemplated hereby and thereby and
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to perform its obligations hereunder and thereunder. Each of this Agreement and the
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Ancillary Agreements to which Seller is a party has been (or, when executed and
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delivered, will have been) duly executed and delivered by Seller and constitutes (or,
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when executed and delivered, will constitute) a legal, valid and binding obligation of
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Seller enforceable against Seller in accordance with its terms, except as limited by
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bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to
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creditor's rights generally or by equitable principles (whether considered in an action at
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law or in equity).
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4.3
Consents and Approvals
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Except as set forth on Schedule 4.3 hereto, (i) no notice to, declaration, filing or
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registration with, or authorization, clearance, consent or approval of, or permit from, any
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domestic or foreign governmental or regulatory body or authority, and (ii) no consent to
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the assignment of any contract set forth in Schedule 4.7(a) (excluding those contracts set
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forth on Schedule 1.1B) from any other person or entity, is, in each case, required to be
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made or obtained by Seller in connection with the execution, delivery and performance of
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this Agreement and the Ancillary Agreements and the consummation of the transactions
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contemplated hereby and thereby.
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4.4
Absence of Certain Changes or Events
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Except as set forth in Schedule 4.4 and as otherwise contemplated by this
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Agreement, since the Statement Date, there has not been any:
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(a)
change in the financial condition of the Business which has had a
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Material Adverse Effect;
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(b)
execution, amendment, cancellation or termination of any Contract
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or Permit material to the Business;
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(c)
execution of any lease by Seller with respect to the Business
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involving annual payments in excess of $__________;
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(d)
failure to repay when due any material obligation of Seller with
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respect to the Business, except in the ordinary course of business or where such failure
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would not have a Material Adverse Effect;
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