LIABILITY OR OBLIGATION, WITH REGARD TO THE BUSINESS, NOR DOES
SELLER HAVE KNOWLEDGE THAT ANY SUPPLIER, CLIENT OR CUSTOMER INTENDS TO MAKE A
REDUCTION IN ITS PRESENT LEVEL OF BUSINESS CONDUCTED WITH THE BUSINESS AFTER THE
EFFECTIVE DATE, EITHER AS A RESULT OF THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY OR FOR ANY OTHER REASON;
(B)
AS TO EACH OF THE ASSIGNED CONTRACTS WHICH IS MATERIAL TO THE
OPERATION OF THE BUSINESS, EACH IS IN FULL FORCE AND EFFECT AND NO PARTY THERETO
IS IN DEFAULT OR HAS FAILED TO TIMELY AND FULLY DISCHARGE ITS OBLIGATIONS
THEREUNDER, NOR HAS THERE OCCURRED ANY EVENT THAT, WITH THE LAPSE OF TIME AND/OR
THE GIVING OF NOTICE, WOULD CONSTITUTE A DEFAULT THEREUNDER;
(C)
THE BUSINESS IS IN MATERIAL COMPLIANCE WITH ALL APPLICABLE LAWS
RESPECTING EMPLOYMENT, EMPLOYMENT PRACTICES, EMPLOYEE CLASSIFICATION, LABOR
RELATIONS, FAMILY AND MEDICAL LEAVES, MILITARY LEAVES, LEAVES OF ABSENCE
GENERALLY, SAFETY AND HEALTH, WAGES, HOURS AND TERMS AND CONDITIONS OF
EMPLOYMENT, AND ALL WAGES, SALARIES, COMMISSIONS, BONUSES, BENEFITS AND OTHER
COMPENSATION DUE AND PAYABLE TO ALL EMPLOYEES OF THE BUSINESS UNDER ANY POLICY,
PRACTICE, AGREEMENT, PLAN, PROGRAM OR ANY STATUTE OR OTHER LAW FOR SERVICES
PERFORMED THROUGH THE EFFECTIVE DATE HAVE BEEN PAID OR ACCRUED;
(D)
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL
GOVERNMENTAL PERMITS WHICH ARE NECESSARY FOR THE OPERATION OF THE BUSINESS ARE,
AND WILL BE IMMEDIATELY AFTER THE CLOSING, VALID AND IN FULL FORCE AND EFFECT
AND ENFORCEABLE, AND SUCH GOVERNMENTAL PERMITS ARE SUFFICIENT TO PERMIT THE
BUSINESS TO BE OPERATED IN ITS CONDITION AS OF THE EFFECTIVE DATE;
(E)
THE BUSINESS IS IN MATERIAL COMPLIANCE WITH ALL APPLICABLE
FEDERAL, STATE AND LOCAL STATUTES, LAWS, RULINGS AND ORDINANCES AND SELLER DOES
NOT HAVE KNOWLEDGE OF CIRCUMSTANCES WHICH ARE LIKELY TO RESULT IN A MATERIAL
VIOLATION OF ANY OF THE FOREGOING;
(F)
THERE ARE NO CLAIMS, ACTIONS, SUITS, PROCEEDINGS, OR
INVESTIGATIONS PENDING OR THREATENED NOR ANY UNSATISFIED JUDGMENTS OR
OUTSTANDING ORDERS, INJUNCTIONS, DECREES, STIPULATIONS OR AWARDS (WHETHER
RENDERED BY A COURT OR ADMINISTRATIVE AGENCY OR BY ARBITRATION), AT LAW, EQUITY
OR OTHERWISE, WHICH INVOLVE THE BUSINESS OR ANY OF THE PURCHASED ASSETS OR
ASSUMED LIABILITIES; AND
(G)
THE SCHEDULES PROVIDED FOR IN SECTION 1.1 AND SECTION 2.2 ARE TRUE
AND COMPLETE WITH RESPECT TO THE MATTERS PROVIDED FOR THEREIN.
13
SECTION 6
REPRESENTATIONS OF BUYER AND OWNER.
BUYER AND/OR OWNER,
OR WHICHEVER THEREOF IS REFERRED TO OR AS THE CIRCUMSTANCES REQUIRE (AND, IF
BOTH, THEN JOINTLY AND SEVERALLY), REPRESENT AND WARRANT TO THE SELLER AND
PARENT AS FOLLOWS:
6.1
ORGANIZATION AND EXISTENCE.
BUYER IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
CALIFORNIA.
OWNER OWNS 100% OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF
BUYER.
6.2
AUTHORITY.
BUYER HAS THE FULL LEGAL RIGHT, POWER, CAPACITY, AND
AUTHORITY REQUIRED TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE EXECUTION OF THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY THE
OWNER.
ASSUMING DUE EXECUTION AND DELIVERY BY