AGREEMENT, BONUS, RETENTION BONUS, RETIREMENT, SEVERANCE, JOB
SECURITY OR SIMILAR BENEFIT.
2.1.12
NO UNTRUE STATEMENTS. THIS AGREEMENT AND ALL OTHER AGREEMENTS
EXECUTED AND DELIVERED BY THE SELLER IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY DO NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE
THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
2.1.13
BROKERS. ALL NEGOTIATIONS RELATIVE TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN CARRIED ON BY THE SELLER AND ITS
COUNSEL DIRECTLY WITH THE BUYER AND ITS COUNSEL, WITHOUT THE INTERVENTION OF ANY
OTHER PERSON IN SUCH MANNER AS TO GIVE RISE TO ANY VALID CLAIM AGAINST ANY OF
THE PARTIES HERETO FOR A BROKERAGE COMMISSION, FINDER'S FEE OR ANY SIMILAR
PAYMENT. THE SELLER HAS NOT TAKEN ANY ACTION THAT WOULD GIVE ANY THIRD PARTY A
VALID CLAIM FOR ANY SUCH COMMISSION, FEE OR PAYMENT.
2.1.14
PRICING. ATTACHED HERETO AS SCHEDULE 2.1.14 IS A TRUE, CORRECT AND
COMPLETE COPY OF THE SCHEDULE OF RATES CURRENTLY BEING CHARGED FOR WELL SERVICES
BY THE SELLER TO, AND PAID BY, THE CUSTOMER IDENTIFIED ON SUCH SCHEDULE. SUCH
RATE SCHEDULE HAS
6
BEEN INCORPORATED IN THE EXISTING CONTRACT BETWEEN THE SELLER AND SUCH CUSTOMER
AND IS BINDING ON SUCH PARTIES SUBJECT TO THE OTHER TERMS AND CONDITIONS OF SUCH
CONTRACT.
2.2
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER. THE SHAREHOLDER
MAKES THE FOLLOWING REPRESENTATIONS AND WARRANTIES TO THE BUYER, EACH OF WHICH
IS TRUE AND CORRECT AS OF THE DATE HEREOF AND SHALL BE TRUE AND CORRECT AS OF
THE CLOSING DATE:
2.2.1
AUTHORITY TO EXECUTE. EACH OF THIS AGREEMENT AND THE SHAREHOLDER
NONCOMPETITION AGREEMENT IS THE VALID AND BINDING OBLIGATION OF THE SHAREHOLDER,
ENFORCEABLE AGAINST THE SHAREHOLDER IN ACCORDANCE WITH ITS TERMS.
2.2.2
ABSENCE OF CONFLICTS. THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT AND THE SHAREHOLDER NONCOMPETITION AGREEMENT BY THE SHAREHOLDER,
AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, WILL
NOT CONFLICT WITH OR RESULT IN A VIOLATION OR BREACH OF ANY TERM OR PROVISION
OF, NOR CONSTITUTE A DEFAULT UNDER, (I) ANY OBLIGATION, INDENTURE, MORTGAGE,
DEED OF TRUST, LEASE, CONTRACT OR OTHER AGREEMENT TO WHICH THE SHAREHOLDER IS A
PARTY OR BY WHICH THE SHAREHOLDER OR ANY OF HIS PROPERTIES ARE BOUND, OR
(II) ANY PROVISION OF ANY LAW, RULE, REGULATION, ORDER, PERMIT, CERTIFICATE,
WRIT, JUDGMENT, INJUNCTION, DECREE, DETERMINATION, AWARD OR OTHER DECISION OF
ANY COURT, ARBITRATOR OR OTHER GOVERNMENTAL AUTHORITY TO WHICH THE SHAREHOLDER
OR ANY OF HIS PROPERTIES ARE SUBJECT.
2.2.3
LITIGATION. THERE IS NO SUIT, ACTION (EQUITABLE, LEGAL,
ADMINISTRATIVE OR OTHERWISE), PROCEEDING OR INVESTIGATION OF ANY KIND PENDING
OR, TO THE BEST OF THE SHAREHOLDER'S KNOWLEDGE, THREATENED AGAINST THE
SHAREHOLDER THAT WOULD MATERIALLY ADVERSELY AFFECT THE VALUE OF THE ASSETS, THE
OPERATION OF THE BUSINESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR
THE SHAREHOLDER NONCOMPETITION AGREEMENT, NOR DOES THE SHAREHOLDER KNOW OF ANY
REASONABLY LIKELY BASIS FOR ANY