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<br /> ARTICLE IV
<br /> Representations and Warranties
<br /> ' 4.1 Seller's Reuresentations and Warranties. Seller represents and
<br /> warrants to Buyer, as follows:
<br /> (a) Organization, Standin ,� and Qualification of Seller. Marcum is a
<br /> limited liability partnership duly organized, validly existing, and in good standing under the laws
<br /> of New York and has all iiecessary powers to own its properties and to carry on its businesses as
<br /> now owned and operated by it. C&L is a corporation duly organized, validly existing, and in
<br /> good standing under the laws of California and has all necessary powers to own its properties
<br /> and to carry on its businesses as now owned and operated by it.
<br /> (b) Title to and Condition of Assets. Seller has good and marketable
<br /> ; title to all of the Assets and the Accounts. All of the Assets will be conveyed to Buyer free and
<br /> clear of restrictions on, or conditions to, transfer or assignment, and are free and clear of Liens,
<br /> , charges, claims or restrictions.
<br /> j (c) Other Contracts. Seller is not a party to, nor is the property
<br /> , constituting the Assets aud the Accounts bound by, any agreement other than the Assigned
<br /> Contracts.
<br /> ', (d) Compliance With Laws. Seller has materially complied with, and
<br /> is not in violation of, applicable federal, state, or local statutes, laws, and regulations (including,
<br /> without limitation, any applicable building, zoning, or other law, ordinance, or regulation)
<br /> affecting the operation of the Accounts.
<br /> � (e) Identif�g Pending Liti ation. Seller is not is in default with
<br /> respect to any order, writ, injunction, or decree.of any federal, state, local, or foreign court,
<br /> ' department, agency, or instrumentality. There is no suit, action, arbitration, or legal,
<br /> ' administrative, or other proceeding, or governmental investigation pending, or, to the best
<br /> knowledge of Seiler, threatened against or affecting Seller, or any of the Assets or Accounts; and
<br /> Seller is not presently engaged in any legal action to recover monies due to Seller from any of
<br /> the Accounts.
<br /> (� A�reement Will Not Cause Breach or Violation of Preexisting
<br /> Arran ements. The consummation of the transactions contemplated by this Agreement will not
<br /> ' result in or constitute any of the following: (1) a breach of any term or provision of this
<br /> Agreement; (2) a default or an event that, with notice or lapse of time or both; would be a
<br /> default, breach, or violation of any agreement, instrutnent, or arrangement to which Seller is a
<br /> party or by which any of the Assets or the Accounts is bound; (3) an event that would permit any
<br /> of the Accounts to terminate any of the Assigned Contracts; or (4) the creation or imposition of
<br /> any Lien,charge, or encumbrance on any of the Assets.
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