for each of the twenty-four (24)
months preceding the Agreement Date, showing the financial condition of every
aspect of the Business (and will continue to provide Purchaser this information
within fifteen (15) days of the end of each calendar month during the term of
this Agreement);
(viii)
copies of any and all Contracts (as defined
hereinafter) affecting the Premises or the Business in any manner; and
(ix)
any other documents and information
reasonably requested by the Purchaser.
SECTION 4.
TERMINATION.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY AND IN
ADDITION TO ANY OTHER RIGHTS OF TERMINATION OF THE PURCHASER UNDER THIS
AGREEMENT, IF AT ANY TIME PRIOR TO THE CLOSING DATE, ANY OF THE STUDIES, TITLE
EVIDENCE, SURVEY, AUDITS, INSPECTIONS, TESTING, REVIEWS OR OTHER ACTIVITIES
PERFORMED PURSUANT TO SECTIONS 3.1, 3.2, 3.3, 3.4, 3.5 OR 3.6, OR ANY OTHER
INFORMATION (INCLUDING INFORMATION RELATED TO THE PURCHASER'S FINANCING),
HOWEVER GATHERED OR OBTAINED, SHALL REVEAL INFORMATION OR CONDITIONS
UNACCEPTABLE TO THE PURCHASER, IN ITS SOLE DISCRETION, THEN PURCHASER SHALL HAVE
THE OPTION TO TERMINATE THIS AGREEMENT. UPON RECEIPT OF SUCH NOTICE, THIS
AGREEMENT SHALL TERMINATE AND THEREAFTER BE NULL AND VOID AND OF NO FURTHER
FORCE AND EFFECT, AND THE ESCROW AGENT SHALL PROMPTLY RETURN TO THE PURCHASER
THEN DEPOSIT.
SECTION 5.
SELLERS' ACCOUNTS
RECEIVABLE. FOLLOWING THE CLOSING, BUYER SHALL USE ITS REASONABLE COMMERCIAL
EFFORTS TO COLLECT THE SELLERS' ACCOUNTS RECEIVABLES. SELLER AGREES TO MAINTAIN
ACCURATE RECORDS OF EACH SUCH ACCOUNT RECEIVABLE AND THE BALANCE REMAINING ON
THE SAME AND TO PROVIDE SUCH REASONABLE DOCUMENTATION AS MAY BE REQUESTED FROM
TIME TO TIME BY THE PURCHASER OR ANY OBLIGOR UNDER THE SAME. SELLER AGREES TO
FOREBEAR TAKING ANY LEGAL ACTION, INCLUDING THE FILING OF ANY CLAIM, TO COLLECT
ANY ACCOUNTS RECEIVABLE FOLLOWING THE CLOSING DATE. PURCHASER SHALL, WITHIN THE
FIRST TEN (10) DAYS OF EACH CALENDAR MONTH, REMIT TO SELLER ALL AMOUNTS
COLLECTED ON ANY SELLER'S ACCOUNTS RECEIVABLE DURING THE IMMEDIATELY PRECEDING
CALENDAR MONTH. DURING ANY CALENDAR MONTH, SHOULD AN OBLIGOR UNDER ANY OF THE
SELLER'S ACCOUNTS RECEIVABLE ALSO HAVE AN ACCOUNT WITH THE PURCHASER, THE
PURCHASER SHALL APPLY ANY SUMS COLLECTED FROM SUCH OBLIGOR FIRST AGAINST SUCH
OBLIGOR'S SELLER'S ACCOUNTS RECEIVABLE UNTIL PAID IN FULL AND THEN AGAINST THE
AMOUNTS OWED THE PURCHASER. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE
CONTRARY, IN NO EVENT, WHATSOEVER, SHALL THE PURCHASER HAVE ANY LIABILITY FOR
ANY OF THE SELLERS' ACCOUNT RECEIVABLE THAT ARE UNCOLLECTED OR DETERMINED TO BE
UNCOLLECTIBLE, NOR SHALL THE PURCHASER BE OBLIGATED TO EXPEND ANY FUNDS IN
FURTHERANCE OF SUCH COLLECTION EFFORTS. ON AND AFTER THE FIRST (1ST) ANNIVERSARY
OF THE CLOSING DATE, PURCHASER SHALL HAVE NO FURTHER OBLIGATIONS TO COLLECT ANY
SUMS UNDER ANY OF THE SELLERS' ACCOUNTS RECEIVABLE.
Section 6.
Representations and
Warranties of the Sellers. As a material inducement to the Purchaser to enter
into this Agreement and purchase the Acquired Assets hereunder, the Sellers each
hereby, jointly and severally, represent and warrant to the Purchaser as
follows:
6.1
Organization, Power and Licenses.
(a)
Larose is duly