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deems necessary. FHGLP agrees to accept the Equity Consideration based upon its own inspection, examination and dctetmination with respect thereto as to all matters, and without reliance upon any express or implied representations or wanowties of any nature made by or on behalf of or imputed to Buyer, except as expressly set forth in this Agreement. FHGLP will not be an '$invesmxnt company" as defined in the Investment Company Act of 1940, as amended. 4.8 Lure. For all purposes trader this Agreement, the existence or occurrence of any events or circumstances which constitute or cause a breach of representation or warranty of such Seller (as modified by Falcon's Disclosure Schedules) on the date such representation or warranty is made shall be deemed not to constitute a breach of such representation or wantonly if such event or circumstance is cured on or prior to the Closing Date or the earlier termination of this Agreement. SECTION 5: REPRESENTATIONS AND WARRANTIES OF RTIYER. Buyer represents and warrants to Falcon and Sellers as set forth in this Section 5. 5.1 Cmuuzation. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has the requisite corporate power and authority to own, lease and operate its properties, to carry on its business in the places where such properties are now owned, leased or operated and such business is now conducted and to execute, deliver and perform this Agreement and the other Transaction Documents to which Buyer is a parry according to their respective terms. Buyer is duly qualified and in good standing as a foreign corporation in each jurisdiction in which such qualification is required. Charter LLC will be a limited liability company formed under the laws of the State of Delaware. When formed Charter LLC will have the requisite limited liability company power and authority to perform this Apeemeat and the other Transaction Documents to which it is a patty according to their respective terms. 5.2 Authgdation and Binding Obligation. The execution, defiveryandperfolmanceby Buyer of this Agreement and the other Transaction Documents to which it is a party have been duly authorized by all necessary corporate, shareholder or other action on the part of Buyer. This Agreement and the other Transaction Documents to which Buyer is a patty have been duly executed and delivered by Buyer (or, in the case of Transaction Documents to be executed and delivered at Cluiiug, wimp executed and delivered will be duty executed and delivered) and constitute (or, in the case of Transaction Documents to be executed and delivered at Closing, when executed and delivered will emissions) the legal, valid, and binding obligation ofBuyey enforceable against Buyer in accordance with their terms, except as the enforceability of this Agreement and such other Transection Docmtents may be limited by Enforceability Exceptions. When executed and delivered by Charter LLC, the Transaction Documents to be executed and delivered by Charter LLC will have been duly authorized by all necessary limited liability company action on the part of Charter LLC and will be duly executed said delivered and will constitute the legal, valid, and binding obligation of Charter LLC, enforceable against Charter LLC in accordance with Weir tenths, exccDt as the eriforeca0ility u: such Transaction Documents may be limited by Enforceability Exceptions. ornirsamoactmav 38