ESCROW FUND.
ANY
NOTICE, COMMUNICATION, DIRECTION OR DOCUMENT DESCRIBED HEREIN WHICH IS RECEIVED
BY THE PURCHASER AND SIGNED BY THE SELLERS' REPRESENTATIVE ON BEHALF OF THE
SELLERS SHALL BE DEEMED SIGNED BY THE SELLERS.
FOR THE AVOIDANCE OF DOUBT,
NOTHING IN THIS SECTION 1.6 SHALL BE DEEMED TO EXPAND OR ALTER THE SEVERAL (AND
NOT JOINT AND SEVERAL) NATURE OF THE INDEMNIFICATION OBLIGATIONS OF THE SELLERS
PURSUANT TO SECTION 6.2 HEREOF.
SCHEDULE D ATTACHED HERETO SHALL SET FORTH A
LIST OF THE SELLERS AND THEIR ADDRESSES AS OF THE CLOSING DATE.
(C)
LIMITATIONS ON LIABILITY.
THE SELLERS' REPRESENTATIVE WILL HAVE
NO LIABILITY TO THE PURCHASER, THE COMPANY OR THE SELLERS WITH RESPECT TO
ACTIONS TAKEN OR OMITTED TO BE TAKEN IN ITS CAPACITY AS SELLERS' REPRESENTATIVE,
EXCEPT WITH RESPECT TO ANY LIABILITY RESULTING PRIMARILY FROM THE SELLERS'
REPRESENTATIVE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THE SELLERS'
REPRESENTATIVE WILL AT ALL TIMES BE ENTITLED TO RELY ON ANY DIRECTIONS RECEIVED
FROM THE SELLERS.
THE SELLERS' REPRESENTATIVE SHALL BE ENTITLED TO ENGAGE SUCH
COUNSEL, EXPERTS AND OTHER AGENTS AND
4
CONSULTANTS AS IT SHALL DEEM NECESSARY IN CONNECTION WITH EXERCISING ITS POWERS
AND PERFORMING ITS FUNCTION HEREUNDER AND (IN THE ABSENCE OF BAD FAITH ON THE
PART OF THE SELLERS' REPRESENTATIVE) SHALL BE ENTITLED TO REIMBURSEMENT FROM THE
SELLERS IN ITS CAPACITY AS SELLERS' REPRESENTATIVE PURSUANT TO OR IN CONNECTION
WITH THIS AGREEMENT, FOR ALL REASONABLE EXPENSES, DISBURSEMENTS AND ADVANCES
(INCLUDING FEES AND DISBURSEMENTS OF ITS COUNSEL, EXPERTS AND OTHER AGENTS AND
CONSULTANTS) INCURRED BY THE SELLERS' REPRESENTATIVE IN SUCH CAPACITY, AND FOR
INDEMNIFICATION FROM THE SELLERS AGAINST ANY LOSS, LIABILITY OR EXPENSES ARISING
OUT OF ACTIONS TAKEN OR OMITTED TO BE TAKEN IN ITS CAPACITY AS SELLERS'
REPRESENTATIVE (EXCEPT FOR THOSE ARISING OUT OF THE SELLERS' REPRESENTATIVE'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).
SECTION 2.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
AS A MATERIAL
INDUCEMENT TO THE SELLERS TO ENTER INTO THIS AGREEMENT AND TO SELL THE ZATARAIN
STOCK, THE PURCHASER HEREBY REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF:
2.1
ORGANIZATION, CORPORATE POWER AND AUTHORIZATION.
THE PURCHASER IS
A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE STATE OF ITS INCORPORATION.
THE PURCHASER HAS THE REQUISITE
CORPORATE POWER AND AUTHORITY AND ALL MATERIAL LICENSES, PERMITS AND
AUTHORIZATIONS NECESSARY TO ENTER INTO, DELIVER AND CARRY OUT ITS OBLIGATIONS
PURSUANT TO EACH OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY.
THE
PURCHASER'S EXECUTION, DELIVERY AND PERFORMANCE OF EACH TRANSACTION DOCUMENT TO
WHICH IT IS A PARTY HAS BEEN DULY AUTHORIZED BY THE PURCHASER.
2.2
BINDING EFFECT AND NONCONTRAVENTION.
(A)
EACH TRANSACTION DOCUMENT TO WHICH THE PURCHASER IS A PARTY
CONSTITUTES A VALID AND BINDING OBLIGATION OF THE PURCHASER WHICH IS ENFORCEABLE
AGAINST THE PURCHASER IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY (I) APPLICABLE INSOLVENCY, BANKRUPTCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS
GENERALLY, AND (II) APPLICABLE EQUITABLE PRINCIPLES (WHETHER CONSIDERED IN A
PROCEEDING AT LAW OR