SUCH LIABILITY OR OBLIGATION, WITH
REGARD TO THE BUSINESS, NOR DO SELLER OR PARENT 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;
13
(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 ITS CONDITION AS OF THE
EFFECTIVE DATE;
(E)
THE BUSINESS IS IN MATERIAL COMPLIANCE WITH
ALL APPLICABLE FEDERAL, STATE AND LOCAL STATUTES, LAWS, RULINGS AND ORDINANCES
AND NEITHER SELLER NOR PARENT HAVE ANY KNOWLEDGE OF CIRCUMSTANCES WHICH ARE
LIKELY TO RESULT IN A MATERIAL VIOLATION OF ANY OF THE FOREGOING;
(F)
THERE ARE NO CLAIMS, ACTIONS, SUITS,
PROCEEDINGS, OR INVESTIGATIONS PENDING OR THREATENED NOR ANY UNSATISFIED
JUDGMENTS OR OUTSTANDING ORDERS, INJUNCTIONS, DECREES, STIPULATIONS OR AWARDS
(WHETHER RENDERED BY A COURT OR ADMINISTRATIVE AGENCY OR BY ARBITRATION), AT
LAW, EQUITY OR OTHERWISE, WHICH INVOLVE THE BUSINESS OR ANY OF THE PURCHASED
ASSETS OR ASSUMED LIABILITIES; AND
(G)
THE SCHEDULES PROVIDED FOR IN SECTION 1.1 AND
SECTION 2.2 ARE TRUE AND COMPLETE WITH RESPECT TO THE MATTERS PROVIDED FOR
THEREIN.
SECTION 6
REPRESENTATIONS OF BUYER
AND OWNERS.
BUYER AND/OR OWNERS, OR WHICHEVER THEREOF IS REFERRED TO OR AS THE
CIRCUMSTANCES REQUIRE (AND, IF BOTH, THEN JOINTLY AND SEVERALLY), REPRESENT AND
WARRANT TO THE SELLER AND PARENT AS FOLLOWS:
6.1
ORGANIZATION AND EXISTENCE.
BUYER IS A
LIMITED LIABILITY COMPANY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF TENNESSEE.
OWNERS OWN 100% OF THE ISSUED AND
OUTSTANDING MEMBERSHIP INTERESTS OF BUYER.
6.2
AUTHORITY.
SUBJECT TO RECEIPT OF ANY
APPROVALS REQUIRED TO BE OBTAINED FROM THEC FOR WHICH PROVISION IS MADE IN
SECTION 3.3(D) HEREOF, BUYER HAS THE FULL LEGAL RIGHT, POWER, CAPACITY, AND
AUTHORITY