(F) SUCH OTHER DOCUMENTS
AS SELLERS MAY REASONABLY REQUEST TO CONSUMMATE THE TRANSACTION
4.
RELEASE.
IN CONSIDERATION OF THE SALE
OF THE STOCK BY EACH SELLER, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE
SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, EFFECTIVE ON THE CLOSING,
BUYER
SHALL CAUSE EACH OF PRISM AND PROVIDENT
TO FULLY AND UNCONDITIONALLY RELEASE
AND FOREVER DISCHARGE AND HOLDS HARMLESS EACH SELLER AND EACH SELLER'S
RESPECTIVE HEIRS, ASSIGNS AND ESTATES, FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES,
COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES),
OBLIGATIONS, LIABILITIES AND OR DAMAGES OF EVERY KIND AND NATURE WHATSOEVER,
WHETHER NOW EXISTING OR KNOWN, ARISING OUT OF THE MANAGEMENT OR OPERATION OF THE
RESPECTIVE BUSINESSES AND ANY TRANSACTION OR CIRCUMSTANCE OCCURRING OR EXISTING
OR RELATED TO THE PERIOD OF TIME PRIOR TO THE CLOSING, RELATING IN ANY WAY,
DIRECTLY OR INDIRECTLY, TO THE RESPECTIVE BUSINESSES, THAT PRISM OR PROVIDENT
MAY NOW HAVE OR MAY HEREAFTER CLAIM TO HAVE AGAINST ANY SELLER; PROVIDED,
HOWEVER, THAT, THE FOREGOING RELEASE WILL NOT AFFECT ANY OBLIGATIONS OF ANY
SELLER TO BUYER UNDER THIS AGREEMENT (COLLECTIVELY THE "RELEASES").
5.
REPRESENTATIONS AND WARRANTIES OF
SELLERS.
EXCEPT AS DISCLOSED ON THE SCHEDULES TO THIS AGREEMENT (EACH OF WHICH
CORRESPONDS TO THE APPROPRIATE NUMBERED SECTION OF THIS AGREEMENT TO WHICH EACH
SUCH DISCLOSURE RELATES), SELLERS INDIVIDUALLY AND SEPARATELY (NOT JOINTLY AND
SEVERALLY) REPRESENT AND WARRANT TO BUYER AS OF THE DATE OF THIS AGREEMENT AND
THE CLOSING DATE THE MATTERS SET FORTH BELOW.
(A)
AUTHORIZATION OF THE TRANSACTION.
(I)
EACH SELLER HAS THE NECESSARY LEGAL
CAPACITY (IN THE CASE OF AN INDIVIDUAL PERSON), OR HAS THE POWER AND AUTHORITY
(IF OTHER THAN AN INDIVIDUAL PERSON) TO EXECUTE AND DELIVER THIS AGREEMENT AND
TO PERFORM THAT SELLER'S OBLIGATIONS HEREUNDER AND TO CONSUMMATE ALL OF THE
TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING BUT NOT LIMITED TO THE TRANSFER,
ASSIGNMENT AND SALE OF THE STOCK.
(II)
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY EACH SELLER AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION
OF EACH SELLER, ENFORCEABLE AGAINST EACH SELLER IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY THE EFFECT OF APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY.
(III)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
THE SELLERS OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY DO NOT BREACH
4
OR CONSTITUTE A DEFAULT UNDER ANY LOAN OR PURCHASE AGREEMENT, INDENTURE,
MORTGAGE, DEED OF TRUST, LEASE, INSTRUMENT, CONTRACT OR OTHER AGREEMENT BINDING
ON OR AFFECTING EITHER SELLER OR ANY OF HIS PROPERTY OR ASSETS, THE BREACH OF
WHICH, EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT ON A SELLER.
(IV)
NO GOVERNMENTAL AUTHORIZATION, AND NO CONSENT,
APPROVAL OR AUTHORIZATION OF, OR NOTICE TO, OR OTHER ACTION BY, ANY OTHER
PERSON, IS REQUIRED FOR THE DUE EXECUTION, DELIVERY, RECORDATION, FILING OR
PERFORMANCE BY EITHER SELLER OF THIS AGREEMENT, OR FOR THE TRANSACTION, EXCEPT
FOR ANY SUCH AUTHORIZATION OR