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(c) hdividua[s' Brokers. Except as set forth in lection 3.1(m) of the <br />Disclosure Schedules, no broker, investment banker, financial advisor, consultant or other Person <br />is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in <br />connection with this Agreement, any other Transaction Document or the Transactions based <br />upon arrangements made by or on behalf of the Individuals. None of the Individuals have entered <br />nor will enter into any contact, agreement, arrangement or understanding with any broker, <br />investment banker, financial advisor, consultant or other Person which will result in an <br />obligation of the Buyer or any of the Buyer's Affiliates to pay any broker's, finder's, financial <br />advisor's or other similar fee or commission in connection with this Agreement, any other <br />Transaction Document or the Transactions. <br />3.3 RO—resentations and Warranties of the Bu er. The Buyer hereby represents and <br />warrants to the Seller as of the date hereof, as follows: <br />(a) Or ' do Auth ri . The Buyer is a Delaware limited liability <br />company duly organized and validly existing under the laws of the State of Delaware. The <br />Buyer has all requisite power and authority to enter into this Agreement and the other <br />Transaction Documents to which it is a party and to consummate the Transactions. All acts and <br />other proceedings required to be taken by the Buyer to authorize the execution, delivery and <br />performance of this Agreement and the other Transaction Documents to which it is a party and <br />the consummation of the Transactions have been duly and properly taken. This Agreement has <br />been duly executed and delivered by the Buyer and, assuming the due execution by the other <br />Parties, constitutes the legal, valid and binding obligation of the Buyer, enforceable against the <br />Buyer in accordance with its terms, except as enforceability may be limited by the Enforceability <br />Exceptions. Each other Transaction Document to which the Buyer is a party, when executed and <br />delivered by the Buyer and, assuming the due execution by the other Parties, will constitute the <br />legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance <br />with its terms, except as enforceability may be limited by the Enforceability Exceptions. <br />(b) No Conflic <br />(i) The execution, delivery and performance by the Buyer of this <br />Agreement and the other Transaction Documents to which it is a party and the <br />consummation by the Buyer of the Transactions will not (A) violate or conflict with the <br />certificate of formation or operating agreement of the Buyer, or (B) assuming <br />satisfaction of the requirements set forth in Section 3.1(d) by the Seller and in <br />Section 3.3(b)(ii) below, violate any Law or violate or conflict with any order, <br />judgment, injunction or decree applicable to the Buyer. <br />(ii) The execution, delivery and performance by the Buyer of this <br />Agreement and the other Transaction Documents to which it is a party and the <br />consummation by the Buyer of the Transactions do not require any consent from, filing <br />with or consent or approval of any Governmental Authority or third party except for <br />any consents or filings that have previously been obtained or made, and except for any <br />Governmental Permits that the Buyer may need to obtain under Section 4.1(a)(ii). <br />19 <br />