OF SELLER AND ALL PREMIUMS WITH RESPECT TO SUCH POLICIES ARE
CURRENTLY PAID. SELLER HAS NOT RECEIVED NOTICE OF CANCELLATION OR TERMINATION OF
ANY CURRENT POLICY, NOR HAS IT BEEN DENIED OR HAD REVOKED OR RESCINDED ANY
POLICY OF INSURANCE, NOR BORROWED AGAINST ANY SUCH POLICIES. NO CLAIM UNDER ANY
INSURANCE POLICY OF SELLER (WHETHER A CURRENT POLICY OR A PAST POLICY) IS
PENDING.
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6.23
DISCLOSURE. THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
ARTICLE 6 DO NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS AND
INFORMATION CONTAINED IN THIS ARTICLE 6 NOT MISLEADING.
6.24
ACCOUNTS RECEIVABLES. ALL ACCOUNTS RECEIVABLE ARE VALID, GENUINE
AND FULLY COLLECTIBLE.
6.25
ACCOUNTS PAYABLES. THE ACCOUNTS PAYABLES ASSUMED BY BUYER DO NOT
EXCEED THE AMOUNTS INDICATED ON SCHEDULE 2 HEREOF.
6.26
RESERVATION OF RIGHTS. NEITHER THE REPRESENTATIONS AND WARRANTIES
OF LESLEY CONTAINED IN THIS AGREEMENT NOR THE INDEMNIFICATION OBLIGATIONS OF
LESLEY SET FORTH IN ARTICLE 9, SHALL BE AFFECTED BY (A) ANY DUE DILIGENCE OR
OTHER INVESTIGATION CONDUCTED BY BUYER, BRS OR THEIR RESPECTIVE AGENTS, (B) ANY
KNOWLEDGE ON THE PART OF BUYER, BRS OR THEIR RESPECTIVE AGENTS OF ANY
CIRCUMSTANCES RESULTING FROM SUCH INVESTIGATION OR OTHERWISE, INCLUDING WITHOUT
LIMITATION BUYER'S, BRS' OR THEIR RESPECTIVE AGENT'S KNOWLEDGE THAT A
REPRESENTATION OR WARRANTY OF LESLEY IS OR MIGHT BE UNTRUE.
6.27
SCHEDULES. ALL SCHEDULES ATTACHED HERETO ARE ACCURATE AND COMPLETE
AS OF THE DATE HEREOF.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller as follows:
7.1
ORGANIZATION. BUYER IS A CORPORATION DULY INCORPORATED AND
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF MINNESOTA AND HAS
THE CORPORATE POWER TO EXECUTE AND DELIVER THIS AGREEMENT AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY.
7.2
CORPORATE AUTHORITY. THE EXECUTION AND DELIVERY OF THIS AGREEMENT,
AND THE TRANSACTION DOCUMENTS, AND THE CONSUMMATION OF TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION
AND WILL NOT VIOLATE OR CONFLICT WITH ANY AGREEMENT OR ORDER BY WHICH BUYER IS
BOUND. THIS AGREEMENT AND THE TRANSACTION DOCUMENTS ARE, OR WHEN DELIVERED WILL
BE, LEGALLY, VALID AND BINDING OBLIGATIONS OF BUYER, ENFORCEABLE IN ACCORDANCE
WITH THEIR RESPECTIVE TERMS.
ARTICLE 8
RESTRICTIVE COVENANTS
8.1
NON-COMPETITION. SELLER, LESLEY, AND PETRIE WILL NOT FOR THE
PERIOD COMMENCING ON THE EFFECTIVE DATE AND ENDING FIVE YEARS FROM SUCH DATE
(THE "NON-COMPETE PERIOD"), ENGAGE OR BE INTERESTED, DIRECTLY OR INDIRECTLY,
WHETHER ALONE OR TOGETHER WITH OR ON BEHALF OF OR THROUGH ANY OTHER PERSON,
FIRM, ASSOCIATION, TRUST, VENTURE OR CORPORATION WHETHER AS PARTNER,
STOCKHOLDER, AGENT, OFFICER, DIRECTOR, EMPLOYEE, TECHNICAL ADVISER, LENDER,
TRUSTEE, BENEFICIARY, OR OTHERWISE, IN ANY PHASE OF THE RESTRICTED BUSINESS (AS
HEREINAFTER DEFINED) IN THE RESTRICTED AREA (AS HEREINAFTER DEFINED).
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8.2
NON-SOLICITATION. DURING THE NON-COMPETE PERIOD, SELLER, LESLEY,
AND PETRIE WILL NOT, FOR THEMSELVES OR ANY OTHER PERSON OR ENTITY, EMPLOY OR
OTHERWISE ENGAGE, OR OFFER TO EMPLOY OR OTHERWISE ENGAGE, OR SOLICIT ANY