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Representations and warranties of Buver. <br />Buyer represents and warrants to, and agrees with, <br />Seller and DMC as follows: <br />4.1 9roanization of Buver: Authorizatiotl. Buyer <br />is a corporation duly organized, validly existing and in good <br />standing under the laws of Delaware, with full corporate power <br />and authority to execute and deliver this Agreement and to <br />perform its obligations hereunder. The execution, delivery and <br />performance of this Agreement have beem duly authorized by all <br />necessary corporate action, including approval by the board of <br />directors of Buyer, and this Agreement constitutes a valid and <br />binding obligation of Buyer, enforceable against it in accordance <br />with its terms. <br />4.2 No Conflict as to Buver. Neither the <br />execution and delivery of this Agreement nor the performance of <br />Buyer's obligations hereunder, nor the consummation of t:he <br />Contemplated Transactions will (a) violate any provision of the <br />certificate of incorporation or by-laws of Buyer, (b) violate, be <br />in conflict with, or constitute a default (or an event trhich, <br />with notice or lapse of time or both, would constitute a~ default) <br />under any agreement or commitment to which Buyer is party or (c) <br />violate any statute or law or any judgment, decree, order, <br />regulation or rule of any court or other Governmental Body <br />applicable to Buyer. <br />4.3 ~1o Brokers or Finders. Neither BuyE~.r nor any <br />of its officers, directors or employees has employed any broker <br />or finder or incurred any liability for any brokerage or• finder's <br />fees or commissions or similar payments in connection with any of <br />the Contemplated .Transactions. <br />4.4 Consents and Approvals of Governinent~ <br />odies. Except for the consents set forth on Exhibit 4.4 hereto, <br />each of which shall have been obtained prior to the Closing, no <br />consent, approval or authorization of, or declaration, filing or <br />registration with, any Governmental Body is required in <br />connection with the execution, delivery and performance of this <br />Agreement or the consummation of the Contemplated Transactions by <br />Buyer. <br />5. Covenants of Seller. <br />5.1 access to Properties. Books and Records. <br />Prior to the Closing Date,. Seller shall, at Buyer's request, <br />afford or cause to be afforded to the agents, attorneys, <br />accountants and other authorized representatives of Buyer <br />reasonable access during normal business hours in which Seller <br />conducts its business to all employees, properties, books and <br />zecords relating to the Business of DMC. Seller acknowledges <br />that Buyer intends to cause environmental investigations to be <br />- 9 - <br />