ALLOCATION SCHEDULE
SHALL BE CONCLUSIVE AND BINDING UPON THE PARTIES HERETO AND SHALL BE USED BY
THEM FOR ALL PURPOSES, INCLUDING FINANCIAL ACCOUNTING PURPOSES AND IN THE
PREPARATION OF ALL TAX RETURNS, UNLESS OTHERWISE REQUIRED AS A RESULT OF AN
AUDIT BY A TAXING AUTHORITY OR A COURT ORDER.
1.7
FURTHER ASSURANCES.
AT ANY TIME AND FROM
TIME TO TIME AFTER THE CLOSING, AT THE REQUEST OF THE BUYER AND WITHOUT FURTHER
CONSIDERATION, THE SELLER SHALL EXECUTE AND DELIVER SUCH OTHER INSTRUMENTS OF
SALE, TRANSFER, CONVEYANCE AND ASSIGNMENT AND TAKE SUCH ACTIONS AS THE BUYER MAY
REASONABLY REQUEST TO MORE EFFECTIVELY TRANSFER, CONVEY AND ASSIGN TO THE BUYER,
AND TO CONFIRM THE BUYER'S RIGHTS TO, TITLE IN AND OWNERSHIP OF, THE ACQUIRED
ASSETS AND TO PLACE THE BUYER IN ACTUAL POSSESSION AND OPERATING CONTROL
THEREOF.
WITHOUT LIMITATION OF THE FOREGOING, IN THE EVENT OF ANY BREACH OF THE
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PRIMARY MEMBER SET FORTH IN
SECTION 2.8(B), THE SELLER SHALL CONVEY TO THE BUYER SUCH ADDITIONAL ASSETS OF
THE SELLER AS SHALL BE REQUIRED TO CURE THE BREACH OF SUCH REPRESENTATIONS AND
WARRANTIES AND SUCH ADDITIONAL ASSETS, WHEN SO CONVEYED TO THE BUYER, SHALL
CONSTITUTE ACQUIRED ASSETS FOR ALL PURPOSES OF THIS AGREEMENT.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE
SELLER AND THE PRIMARY MEMBER
The Seller and the Primary Member jointly and severally represent and warrant to
the Buyer that, except as set forth in the Disclosure Schedule, the statements
contained in this Article II are true and correct as of the date of this
Agreement, except to the extent such representations and warranties are
specifically made as of a particular date (in which case such representations
and warranties are true and correct as of such date).
The Disclosure Schedule
shall be arranged in sections and subsections corresponding to the numbered and
lettered sections and subsections contained in this Article II.
The disclosures
in any section or subsection of the Disclosure Schedule shall qualify other
sections and subsections in this Article II only to the extent it is clear from
a reading of the disclosure that such disclosure is applicable to such other
sections and subsections.
For purposes of this Article II, the phrase "to the
knowledge of the Seller" or any phrase of similar import shall be deemed to
refer to the actual knowledge of the Primary Member, as well as any other
knowledge which the Primary Member would have possessed had he made reasonable
inquiry of appropriate employees and agents of the Seller with respect to the
matter in question.
2.1
ORGANIZATION, QUALIFICATION AND CORPORATE
POWER.
THE SELLER IS A LIMITED LIABILITY COMPANY DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS.
THE SELLER IS DULY QUALIFIED TO CONDUCT BUSINESS AND IS IN GOOD
STANDING UNDER THE LAWS OF EACH JURISDICTION LISTED IN SECTION 2.1 OF THE
DISCLOSURE SCHEDULE, WHICH JURISDICTIONS CONSTITUTE THE ONLY JURISDICTIONS IN
WHICH THE NATURE OF THE SELLER'S BUSINESSES OR