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I j (a) Accuracy of Seller's Representations and Warranties. Except as ; otherwise permitted by this Agreement, all representations and warranties by Seller in this ' Agreement or in any written statement that shall be delivered to Buyer by any of them under this Agreement shall be true on and as of the Effective Date as though made at that time. (b) Seller's Performance. Seller shall have performed, satisfied, and , complied to�the best of its abilities with all covenants, agreements, and conditions required by . � this Agreement to be performed or complied with by Seller, on or before the Effective Date. ' (c) Seller's Cor�orate A�proval. The execution; delivery and performance of this Agreement by each Seller and the consummation of the transactions i contemplated by this Agreement have been duly authorized by all necessary corporate action on '; the part of each Seller. Each Seller will provide Buyer with a copy of the resolution of Seller's ; partners or board of directors, as applicable, approving the transaction contemplated by this i Agreement on the tenns and conditions stated herein. (d) No Material Adverse Chan�e. During the period from the date of this Agreement to the Effective Date,there shall not have been any material adverse change with respect to the Accounts and Seller shall not have sustained any material loss or damage to the Assets, whether or not insured, tliat materially affects its ability to conduct a material part of its business with regard to the Accounts. (e) Employee Information. Seller shall have provided Buyer with a i, complete and accurate list through the Effective Date of the following information far each of I, the Transferred Employees: (i) full legal name; (ii)job title; and (iii) current compensation rate. , Buyer shall have approved Seller's Confidential Information Agreement with the Transferred Employees to the Buyer in writing, or Seller shall have provided Buyer with a signed � Confidential Infarmation Agreement in a form reasonably acceptable to Buyer for each of the Transferred Employees. , 3.2 Conditions Precedent to Seller's Performance. The obligations of ' Seller to sell and transfer the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the following conditions: j (a) Accuracy of Buyer's Representations and Warranties: All ' representations and warranties by Buyer contained in this Agreement or in anywritten statement ' delivered by Buyer under this Agreement shall be true on and as of the Effective Date as though such representations and warranties were made on and as of that date. (b) Buyer's Performance. Buyer shall have performed and complied with all covenants and agreements, and satisfied all conditions that they are required by this ', Agreement to perform, comply with, or satisfy, before or at the Closing. I �I 5 I