ADVERSELY AFFECT THE BUYER.
2.1.9
WARRANTIES; CUSTOMERS. ALL OF THE WARRANTIES ARE IN FULL FORCE AND
EFFECT. THE SELLER IS NOT, AND NO OTHER PARTY TO ANY OF THE WARRANTIES IS, IN
BREACH THEREUNDER, AND TO THE BEST OF THE SELLER'S KNOWLEDGE NO EVENT HAS
OCCURRED WHICH (WITH OR WITHOUT NOTICE, LAPSE OF TIME, OR THE HAPPENING OF ANY
OTHER EVENT) WOULD CONSTITUTE A BREACH THEREUNDER. THE SELLER HAS NOT RECEIVED
ANY INFORMATION THAT WOULD CAUSE THE SELLER TO CONCLUDE THAT ANY CUSTOMER OF THE
SELLER WOULD NOT BECOME A CUSTOMER OF THE BUYER AFTER THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY. ALL OF THE WARRANTIES SET FORTH IN SCHEDULE
1.1(C) ARE ASSIGNABLE (AND AS OF THE CLOSING DATE WILL BE VALIDLY ASSIGNED) TO
THE BUYER WITHOUT THE CONSENT OF ANY OTHER PARTY THERETO, OTHER THAN CONSENTS
OBTAINED NO LATER THAN THE CLOSING DATE.
5
2.1.10
TITLE TO AND CONDITION OF ASSETS. THE ASSETS BEING TRANSFERRED TO
THE BUYER HEREUNDER CONSTITUTE SUBSTANTIALLY ALL OF THE ASSETS OF THE SELLER.
THE ASSETS, TOGETHER WITH THE EMPLOYEES TO BE HIRED BY THE BUYER UNDER
SECTION 3.3, CONSTITUTE ALL OF THE BUSINESS. THE SELLER HAS GOOD AND MARKETABLE
TITLE TO ALL OF THE ASSETS, FREE AND CLEAR OF ANY ENCUMBRANCES (DEFINED BELOW).
SELLER HAS THE ABSOLUTE RIGHT TO SELL, TRANSFER AND ASSIGN THE ASSETS TO THE
BUYER, AND UPON THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE
BUYER WILL COLLECTIVELY HAVE GOOD AND MARKETABLE TITLE TO THE ASSETS, FREE AND
CLEAR OF ANY ENCUMBRANCES. A TRUE AND CORRECT LIST OF ALL ENCUMBRANCES ON THE
ASSETS, ALL OF WHICH HAVE BEEN RELEASED OR ARE BEING RELEASED AT CLOSING, IS
ATTACHED HERETO AS SCHEDULE 2.1.10. ALL LOANS SECURED BY SUCH ENCUMBRANCES HAVE
BEEN PAID IN FULL. THE PARTIES ACKNOWLEDGE THAT CERTIFICATES OF TITLE TO CERTAIN
ASSETS SHOWN ON SCHEDULE 2.1.10 AS ENCUMBERED BY GMAC AND CSC LOGISTICS WILL BE
SIGNED OFF AND DELIVERED TO THE SELLER BY SUCH LENDERS IMMEDIATELY AFTER THE
CLOSING. THE SELLER SHALL DELIVER ALL SUCH CERTIFICATES OF TITLE TO THE BUYER
IMMEDIATELY UPON RECEIPT THEREOF. NO NOTICE OF ANY VIOLATION OF ANY LAW,
STATUTE, ORDINANCE OR REGULATION RELATING TO ANY OF THE ASSETS HAS BEEN RECEIVED
BY THE SELLER, NOR, TO THE BEST OF THE SELLER'S KNOWLEDGE, IS THERE ANY BASIS
FOR ANY OF THE FOREGOING. FOR PURPOSES OF THIS AGREEMENT, THE TERM
"ENCUMBRANCES" MEANS ALL LIENS (INCLUDING TAX LIENS), SECURITY INTERESTS,
PLEDGES, MORTGAGES, DEEDS OF TRUST, CLAIMS, RIGHTS OF FIRST REFUSAL, OPTIONS,
CHARGES, RESTRICTIONS OR CONDITIONS TO TRANSFER OR ASSIGNMENT, LIABILITIES,
OBLIGATIONS, PRIVILEGES, EQUITIES, EASEMENTS, RIGHTS OF WAY, LIMITATIONS,
RESERVATIONS, RESTRICTIONS AND OTHER ENCUMBRANCES OF ANY KIND OR NATURE.
2.1.11
EMPLOYEE BENEFITS. THERE ARE NO OBLIGATIONS, AGREEMENTS OR
UNDERSTANDINGS BETWEEN THE SELLER AND ANY EMPLOYEE, OFFICER OR DIRECTOR OF THE
SELLER UNDER WHICH ANY SUCH EMPLOYEE, OFFICER OR DIRECTOR ARE ENTITLED TO
RECEIVE ANY PAYMENT, BENEFIT OR SERVICE UNDER ANY BENEFIT PLAN MAINTAINED BY THE
SELLER OR ANY AFFILIATE OF THE SELLER, INCLUDING, BUT NOT LIMITED TO, ANY
EMPLOYMENT