violations or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (x) the business, financial condition or results of operations of the Company and its subsidiaries taken as a whole or (y) the Companys ability to perform its obligations under this Agreement.
3.8 Consents and Approval. No filing, consent, approval, authorization, any judgment, order, award, injunction, writ, permit, license or decree of any federal, state, or local governmental or quasi-governmental instrumentality, agency, board, commission, department, court or tribunal; or any regulatory agency, bureau, commission, or authority (Governmental Entity) or arbitrator of applicable jurisdiction, registration, qualification or filing of or with any Governmental Entity by the Company is required in connection with the transactions contemplated herein, except such as may be required under the Securities Exchange Act of 1934, as amended (the Exchange Act), the Securities Act or Blue Sky laws. No consent, approval, or authorization of any other person or entity is required to be obtained by the Company in connection with the transactions contemplated herein, except for any such consent, approval or authorization that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (x) the business, financial condition or results of operations of the Company and its subsidiaries taken as a whole or (y) the Companys ability to perform its obligations under this Agreement.
3.9 No Brokers. The Purchasers shall have no obligation with respect to any brokerage or finders fees or commissions payable by the Company or any of its subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person or entity with respect to the transactions contemplated by this Agreement, or with respect to any claims made by or on behalf of such persons or entities for such fees.
4. Representations and Warranties of Each Purchaser.
Each Purchaser, as to itself only, hereby represents and warrants, severally and not jointly, to the Company as of the date hereof as follows:
4.1 Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreement. All action on such Purchasers part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation of such Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors rights and (ii) general principles of equity that restrict the availability of equitable remedies.
4.2 Investment Representations. Such Purchaser understands that the Shares are being offered and sold based in part upon such Purchasers representations and warranties as follows:
(a) The Shares to be purchased by such Purchaser hereunder will be acquired for such Purchasers own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same, without prejudice, however, to such Purchasers right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws.