This excerpt taken from the BPHX 20-F filed Mar 31, 2009.
REPRESENTATIONS AND WARRANTIES OF PURCHASER
The Purchaser hereby represents and warrants to the Sellers as follows:
Section 2.1 Existence and Corporate Power of the Purchaser. The Purchaser is a corporation validly existing and in good standing under the law of the nation of Israel, and has the corporate power to execute, deliver, and perform its obligations under this agreement. Purchaser is a public Company traded on NASDAQ and Tel Aviv Stock Exchange.
Section 2.2 Authority. The execution, delivery, and performance of its obligations under this agreement by the Purchaser have been duly authorized by its board of directors, and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution, delivery, or performance of this agreement. This agreement has been duly and validly executed and delivered by the Purchaser and constitutes a valid and binding agreement of the Purchaser, enforceable against it in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors rights generally, or principles governing the availability of equitable remedies.
Section 2.3 Consents and Approvals; No Violations. No filing with, and no permit, authorization, consent, or approval of, any public body or authority is necessary for the consummation by the Purchaser of the transactions contemplated by this agreement. Neither the execution and delivery of this agreement by the Purchaser nor the performance by the Purchaser of its obligations under this agreement will (a) conflict with or result in any breach of any provisions of its organizational instruments, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, any agreement or other instrument to which it is a party or by which it or any of its assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to it or its assets.
Section 2.4 Brokers. No broker, finder, or financial advisor is entitled to any brokerage, finders, or other fee or commission in connection with the transactions contemplated by this agreement based upon arrangements made by or on behalf of the Purchaser.
Section 2.5 Financial Ability. Purchaser has financial ability to perform its obligations under this Agreement when they become due.