414(C).
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6.16
ENVIRONMENTAL MATTERS.
SELLER AT ALL TIMES HAS COMPLIED WITH AND
CURRENTLY IS IN COMPLIANCE WITH ALL ENVIRONMENTAL LAWS.
THE BUSINESS HAS BEEN
CONDUCTED BY SELLER AND THE CONDITION OF THE PURCHASED ASSETS AND THE LEASED
PREMISES IS AND AT ALL TIMES HAS BEEN IN COMPLIANCE WITH ALL REQUIREMENTS OF ALL
ENVIRONMENTAL LAWS.
6.17
BROKERS' FEES.
SELLER DOES NOT HAVE, AND SHALL NOT HAVE, ANY
LIABILITY TO PAY ANY FEES OR COMMISSIONS TO ANY BROKER, FINDER, OR AGENT WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SECTION 7
REPRESENTATIONS OF BUYER AND M&J.
7.1
BUYER.
BUYER REPRESENTS AND WARRANTS TO SELLER AS FOLLOWS:
(A)
ORGANIZATION AND EXISTENCE.
BUYER IS A LIMITED LIABILITY COMPANY
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF MICHIGAN.
(B)
AUTHORITY AND BINDING EFFECT.
SUBJECT TO RECEIPT OF ANY APPROVALS
REQUIRED TO BE OBTAINED FROM ISBE FOR WHICH PROVISION IS MADE IN SECTION 4.3(D)
HEREOF, BUYER HAS THE FULL LEGAL RIGHT, POWER, CAPACITY, AND AUTHORITY REQUIRED
TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS AND THE EXECUTION OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS HAVE
BEEN DULY AUTHORIZED.
ASSUMING DUE EXECUTION AND DELIVERY BY SELLER AND PARENT,
THIS AGREEMENT AND THE ANCILLARY AGREEMENTS REPRESENT LEGAL, VALID AND BINDING
OBLIGATIONS OF BUYER THAT ARE ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS, SUBJECT TO (I) AS TO ENFORCEABILITY, BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS
RIGHTS GENERALLY, AND (II) GENERAL EQUITABLE PRINCIPLES AND TO THE DISCRETION OF
THE COURT BEFORE WHICH ANY PROCEEDINGS SEEKING THE REMEDY OF SPECIFIC
PERFORMANCE AND INJUNCTIVE AND OTHER FORMS OF EQUITABLE RELIEF MAY BE BROUGHT.
(C)
NONCONTRAVENTION; CONSENTS REQUIRED.
NEITHER THE EXECUTION AND
THE DELIVERY OF THIS AGREEMENT OR OF ANY OTHER AGREEMENTS AND DOCUMENTS TO BE
EXECUTED PURSUANT HERETO, NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY, WILL CONFLICT WITH OR VIOLATE ANY PROVISION OF (I) ANY STATUTE, LAW,
REGULATION, RULE, INJUNCTION, JUDGMENT, ORDER, DECREE, RULING, CHARGE, OR OTHER
RESTRICTION OF ANY GOVERNMENT, GOVERNMENTAL AGENCY, OR COURT TO WHICH BUYER OR
ANY OF ITS ASSETS IS SUBJECT, OR (II) ANY PROVISION OF THE ORGANIZATIONAL
DOCUMENTS GOVERNING THE AFFAIRS OF BUYER, OR (III) CONFLICT WITH OR CONSTITUTE A
DEFAULT (OR, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD BECOME A DEFAULT) UNDER
ANY PROMISSORY NOTE, MORTGAGE, BOND, INSTRUMENT, INDENTURE, AGREEMENT, CONTRACT,
LEASE, LICENSE, PERMIT, INSTRUMENT, OR OTHER ARRANGEMENT TO WHICH BUYER IS A
PARTY OR BY WHICH IT IS BOUND, OR (IV) EXCEPT AS CONTEMPLATED IN SECTION 4.3(D),
REQUIRE THE GIVING OF ANY NOTICE TO, ANY FILING WITH, OR OBTAINING ANY COMMENT
OR APPROVAL FROM ANY PERSON.
(D)
BROKERS' FEES.
BUYER DOES NOT HAVE, AND SHALL NOT HAVE, ANY
LIABILITY TO PAY ANY FEES OR COMMISSIONS TO ANY BROKER, FINDER, OR AGENT WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
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7.2
M&J.
M&J REPRESENTS AND WARRANTS TO SELLER AS FOLLOWS:
(A)
OWNERSHIP OF BUYER.
NEW HORIZONS