( a ) it is a company, and is duly formed, and validly existing under the laws of the place of its incorporation as stated in the first paragraph of this agreement. it has taken all necessary action to authorize its execution, delivery and performance of this agreement and, assuming due authorization, execution and delivery by each party, this agreement and all the obligations hereunder shall be legal, valid and binding obligations, enforceable in accordance with the terms of this agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors'rights ; and ( b ) no petition seeking or acquiescing in any bankruptcy, corporate rehabilitation, composition, special liquidation or corporate reorganization or other similar relief under applicable law has been filed by it or, to the best of its knowledge, by any party against it, and it is not insolvent, and the consummation of the transactions contemplated by this agreement will not render it insolvent. as of the date of this agreement, it has the financial ability to meet its obligations under this agreement ; and ( c ) its entering into this agreement shall not result in a breach of or constitute a default under any agreement or instrument to which it is a party and by which it is bound. 8. 3. 1 by lazare or primo upon written notice of termination if the other party breaches any material term or condition of this agreement and fails to cure that breach within thirty ( 30 ) days after receiving written notice stating the nature of the breach ; or 8. 3. 2 by lazare or primo, effective immediately, if the other party should become the subject of any voluntary or involuntary application for bankruptcy ( “ hasan ” ), special liquidation ( “ tokubetu seisan ” ), corporate rehabilitation ( “ minji saisei ” ), or corporate reorganization ( “ kaisha kosei ” ), or other insolvency proceedings or be unable to meet its financial obligations to its creditors or make an assignment or other arrangement for the benefit of its creditors, or if such other party should be nationalized or have any of its material assets expropriated ; or 8. 3. 3 by lazare or lazare japan, effective immediately, if there should occur any material change in the financial condition of primo that prevents primo from fulfilling its obligations hereunder ; or 8. 3. 4 by lazar