REQUIRED TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE EXECUTION OF THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY THE
OWNERS.
ASSUMING DUE EXECUTION AND DELIVERY BY THE SELLER AND PARENT, THIS
AGREEMENT REPRESENTS A LEGAL, VALID AND BINDING OBLIGATION OF BUYER AND OWNERS
THAT IS ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH ITS TERMS, SUBJECT TO (I) AS
TO ENFORCEABILITY, BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS RIGHTS GENERALLY, (II) THE OBTAINING OF
ANY APPROVALS OR CONSENTS REQUIRED IN CONNECTION HEREWITH AND AS PROVIDED FOR
HEREIN, AND (III) GENERAL EQUITABLE PRINCIPLES AND TO THE DISCRETION OF THE
COURT BEFORE WHICH ANY PROCEEDINGS
14
SEEKING THE REMEDY OF SPECIFIC PERFORMANCE AND INJUNCTIVE AND OTHER FORMS OF
EQUITABLE RELIEF MAY BE BROUGHT.
6.3
THE BUSINESS AND RELATED MATTERS.
BUYER AND
SELLER ACKNOWLEDGE THAT CERTAIN OF THE OWNERS HAVE SERVED IN OFFICIAL CAPACITIES
(INCLUDING AS REGIONAL VICE PRESIDENT OF THE AREA IN WHICH THE BUSINESS OPERATED
PRIOR TO THE EFFECTIVE DATE) WITH RESPECT TO THE BUSINESS AND HAVE BEEN
RESPONSIBLE FOR MANAGING THOSE WHO ARE INVOLVED IN ITS DAY TO DAY AFFAIRS AND
OPERATIONS.
AS A RESULT, TO THE BEST OF OWNERS' KNOWLEDGE, THE OWNERS REPRESENT
AS FOLLOWS (THE "OWNER BUSINESS REPRESENTATIONS"):
(A)
EXCEPT AS EXPRESSLY SET FORTH IN THE SELLER
FINANCIAL STATEMENTS, THERE IS NO LIABILITY, CLAIM, DEFICIENCY, GUARANTEE OR
OBLIGATION (ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE), AND THERE IS NO BASIS
FOR ANY SUCH LIABILITY OR OBLIGATION, WITH REGARD TO THE BUSINESS, NOR DOES ANY
OWNER 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 COMPLIANCE IN ALL RESPECTS
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