OPTIONS, WARRANTS, PURCHASE RIGHTS, CONTRACTS, COMMITMENTS, EQUITIES, CLAIMS,
AND DEMANDS.
SUCH SELLER IS NOT A PARTY TO ANY VOTING TRUST, PROXY, OR OTHER
AGREEMENT OR UNDERSTANDING WITH RESPECT TO THE VOTING OF ANY ZATARAIN STOCK
WHICH WILL SURVIVE THE CLOSING DATE.
THE SELLERS COLLECTIVELY OWN 100% OF THE
OUTSTANDING CAPITAL STOCK OF THE COMPANY.
3.4
Broker Fees.
Except for the fees payable to Citigroup, N.A. and
its Affiliates, which are the sole obligation of the Sellers, none of the
Sellers has any liability or obligation to pay any fees or commissions to any
broker, finder, or agent with respect to the transactions contemplated by this
Agreement.
3.5
ACCURACY ON CLOSING DATE.
EACH REPRESENTATION AND WARRANTY SET
FORTH IN THIS SECTION 3 AND ALL INFORMATION CONTAINED IN ANY CERTIFICATE
DELIVERED BY OR ON BEHALF OF SUCH SELLER PURSUANT TO THIS AGREEMENT SHALL BE
TRUE AND CORRECT AS OF THE TIME OF THE CLOSING AS THOUGH THEN MADE (GIVING
EFFECT TO ANY AMENDED AND RESTATED SCHEDULE TO THIS AGREEMENT SUBMITTED TO THE
PURCHASER PRIOR TO THE CLOSING IN ACCORDANCE WITH SECTION 5.4), EXCEPT (A) AS
AFFECTED BY THE
7
TRANSACTIONS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT AND (B) TO THE EXTENT THAT
SUCH REPRESENTATION AND WARRANTY RELATES SOLELY TO AN EARLIER DATE.
SECTION 4.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
AS A MATERIAL
INDUCEMENT TO THE PURCHASER TO ENTER INTO THIS AGREEMENT AND TO PURCHASE THE
ZATARAIN STOCK HEREUNDER, THE COMPANY HEREBY REPRESENTS AND WARRANTS THAT AS OF
THE DATE HEREOF:
4.1
ORGANIZATION, QUALIFICATION, AND CORPORATE POWER.
EACH OF THE
COMPANY AND ITS SUBSIDIARIES IS A CORPORATION OR PARTNERSHIP, AS APPLICABLE,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
INCORPORATION OR FORMATION, AS APPLICABLE.
EACH OF THE COMPANY AND ITS
SUBSIDIARIES IS DULY AUTHORIZED TO CONDUCT BUSINESS AND IS IN GOOD STANDING
UNDER THE LAWS OF EACH JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED, EXCEPT
WHERE THE LACK OF SUCH QUALIFICATION COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
EACH OF THE COMPANY AND ITS SUBSIDIARIES HAS FULL
CORPORATE POWER AND AUTHORITY OR LIMITED PARTNERSHIP POWER AND AUTHORITY, AS
APPLICABLE, TO CARRY ON THE BUSINESSES IN WHICH IT IS ENGAGED AND TO OWN AND USE
THE PROPERTIES OWNED AND USED BY IT.
4.2
APPROVALS AND CONSENTS.
EXCEPT AS SET FORTH ON THE ATTACHED
CONSENTS SCHEDULE, THE EXECUTION, DELIVERY, AND PERFORMANCE OF THE TRANSACTION
DOCUMENTS TO WHICH ANY OF THE COMPANY OR ITS SUBSIDIARIES IS A PARTY DO NOT AND
SHALL NOT:
(A)
CONFLICT WITH OR RESULT IN A BREACH OF THE TERMS, CONDITIONS, OR
PROVISIONS OF,
(B)
CONSTITUTE A DEFAULT UNDER,
(C)
GIVE ANY THIRD PARTY THE RIGHT TO MODIFY, TERMINATE OR ACCELERATE
ANY LIABILITY OR OBLIGATION OF, OR CHARGE ANY FEE, PENALTY OR SIMILAR PAYMENT TO
THE COMPANY OR ANY SUBSIDIARY UNDER,
(D)
RESULT IN A VIOLATION OF,
(E)
REQUIRE ANY AUTHORIZATION, CONSENT, APPROVAL, EXEMPTION OR OTHER
ACTION BY OR DECLARATION OR NOTICE TO ANY THIRD PARTY OR GOVERNMENT ENTITY
PURSUANT TO (EXCEPT