BY SELLER, PARENT OR OTHER PERSONS, BEFORE ANY COURT,
ARBITRATOR OR GOVERNMENTAL, ADMINISTRATIVE OR REGULATORY AGENCY WHICH INVOLVE
THE BUSINESS OR ANY OF THE PURCHASED ASSETS OR ASSUMED LIABILITIES; AND (B)
THERE IS NO OUTSTANDING OR UNSATISFIED WRIT, ORDER, JUDGMENT, STIPULATION,
INJUNCTION, DECREE, DETERMINATION, AWARD OR OTHER ORDER OF ANY COURT, ARBITRATOR
OR GOVERNMENTAL AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, AGAINST SELLER
THAT ADVERSELY AFFECTS OR INVOLVES ANY OF THE PURCHASED ASSETS, THE ASSUMED
LIABILITIES OR THE BUSINESS.
5.15
IDENTIFICATION OF EMPLOYEES AND COMPENSATION.
SHOWN ON SCHEDULE 5.15 IS A LIST OF THE NAME OF EACH EMPLOYEE, SALES AGENT OR
OTHER PERSON, SEPARATELY IDENTIFIED AS TO PART-TIME OR FULL-TIME, WHO IS
CURRENTLY EMPLOYED IN THE BUSINESS BY SELLER, TOGETHER WITH EACH PERSON'S JOB
CLASSIFICATION, DATE OF HIRE, AND CURRENT RATE OF COMPENSATION (OR METHOD FOR
COMPUTING SAME).
5.16
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 FOR WHICH
BUYER COULD BECOME LIABLE OR OBLIGATED.
16
SECTION 6
REPRESENTATIONS OF BUYER
AND OWNERS.
6.1
BUYER.
BUYER REPRESENTS AND WARRANTS TO THE
SELLER AND PARENT 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 GEORGIA.
(B)
AUTHORITY AND BINDING EFFECT.
SUBJECT TO
RECEIPT OF ANY APPROVALS REQUIRED TO BE OBTAINED FROM NPEC FOR WHICH PROVISION
IS MADE IN SECTION 3.3(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 EXECUTION OF THIS AGREEMENT HAS BEEN DULY AUTHORIZED.
ASSUMING DUE EXECUTION AND DELIVERY BY THE SELLER AND PARENT, THIS AGREEMENT
REPRESENTS A LEGAL, VALID AND BINDING OBLIGATION OF BUYER THAT IS ENFORCEABLE
AGAINST IT 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 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,