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2.2 Power and Authority Relative to Sale of Stock. The,Seller has full power and <br /> authority and has taken all required action necessary to permit it to execute and deliver this <br /> Agreement and to execute and deliver and perform all of the obligations contained herein <br /> (including the assignment, transfer and conveyance of all of the Purchased Stock) and all <br /> documents or instruments required hereby or incident or collateral hereto, and none of such <br /> actions will violate any provision of law or of the charter or By-Laws of the Corporation or will <br /> violate or constitute a default under or will result in any breach of any Agreement to which the <br /> Seller is a party or by which the Purchased Stock may be bound, or will result in any lien or <br /> encumbrance on the Purchased Stock. <br /> 2.3 Conduct of the Business. The Seller covenants that pending the closing: <br /> a. The business will be conducted only in the ordinary course; <br /> b. No contract or commitment will be entered into in the operation of the <br /> business except normal commitments for the purchase of inventories or <br /> supplies which shall-be first approved by the Buyer; and <br /> C. The Seller will use its best efforts to preserve the business and preserve <br /> for the Buyer the goodwill of the Seller's suppliers,customers and others <br /> having business relations with the Sellers. <br /> 2.4 Valid and Binding Obligation. This Agreement constitutes, and each instrument to <br /> be executed and delivered by the Seller in accordance herewith will constitute,the valid and <br /> legally binding obligation of the Seller, enforceable against it in accordance with their respective <br /> terms. <br /> 2.5 Litigation. There is no litigation pending, or to the knowledge of the Seller, <br /> threatened, which involves or adversely affects the Purchased Assets, the transactions <br /> contemplated by this Agreement or the rights to be acquired by the Buyer pursuant hereto. <br /> 2.6 Representations and Warranties of the Seller True. No representation or warranty of <br /> the Seller contained in this Agreement contains, or will contain,any untrue statement of a <br /> material fact or omits, or will omit,to state a material fact necessary to make any representation <br /> or warranty herein or therein contained not misleading. <br /> III. CONTINGENCIES (None) <br /> IV. INDEMNIFICATION <br /> (Intentionally deleted) <br /> 2 <br />