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(m) Seller Brokers. Except as set forth on Section 3.1(m) of the Disclosure
<br />Schedules, no broker, investment banker, financial advisor, consultant or other Person is entitled
<br />to any broker's, finder's, financial advisor's or other similar fee or commission in connection
<br />with this Agreement, any other Transaction Document or the Transactions based upon
<br />arrangements made by or on behalf of the Seller. Neither the Seller nor any of the Seller's
<br />Affiliates has entered nor will enter into any contact, agreement, arrangement or understanding
<br />with any broker, investment banker, financial advisor, consultant or other Person which will
<br />result in an obligation of the Buyer or any of the Buyer's Affiliates to pay any broker's, finder's,
<br />financial advisor's or other similar fee or commission in connection with this Agreement, any
<br />other Transaction Document or the Transactions.
<br />(n) Accuracy of Representations. No representation or warranty of the Seller
<br />or the Individuals in this Agreement or in any Exhibit, certificate, or Disclosure Schedule
<br />attached hereto or furnished pursuant hereto, contains, or on the Closing Date will contain, any
<br />untrue statement of material fact or omits, or on the Closing Date will omit, to state any fact
<br />necessary in order to make the statements contained therein not misleading in any material
<br />respect, and all such statements, representations, warranties, Exhibits, certificates, and Disclosure
<br />Schedules shall be true and complete in all material respects on and as of the Closing Date as
<br />though made on that date.
<br />3.2 Representations and Warranties of the Individuals. Except as set forth in the
<br />Disclosure Schedules, each of the Individuals, together with the Seller, hereby jointly and
<br />severally represents and warrants to the Buyer, as of the date hereof and as of the Closing Date,
<br />as follows:
<br />(a) Individual Authority. Each of the Individuals has good and sufficient legal
<br />right, power and authority to enter into this Agreement and the other Transaction Documents to
<br />which it is a party, to carry out its obligations hereunder and thereunder and to consummate the
<br />Transactions. This Agreement has been duly executed and delivered by the Individuals and,
<br />assuming the execution by the Buyer and the Seller, constitutes the legal, valid and binding
<br />obligation of each of the Individuals, enforceable against the Individuals in accordance with its
<br />terms, except as such enforceability may be limited by the Enforceability Exceptions. The other
<br />Transaction Documents to which the Individuals are a party, when executed and delivered by the
<br />Individuals and the other party or parties thereto at the Closing, will constitute the legal, valid
<br />and binding obligation of the Individuals, enforceable against the individuals in accordance with
<br />its terms, except as enforceability may be limited by the Enforceability Exceptions.
<br />(b) No Conflict. The execution, delivery and performance by the Individuals
<br />of this Agreement and the other Transaction Documents to which they are party and the
<br />consummation by the Individuals of the Transactions will not (i) violate any provision of Law or
<br />violate or conflict with any order, judgment, injunction or decree applicable to the Individuals or
<br />the Purchased Assets or (ii) to the Knowledge of each of the Individuals, violate, breach or
<br />constitute a default (with or without notice or lapse of time, or both) under or give rise to a right
<br />of termination, cancellation or acceleration of any right or obligation of the Individuals under, or
<br />result in the creation of a Lien on, any of the Purchased Assets.
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