Ownership. Vendors will be the holders of record and beneficially very own, while having good and marketable name to most of the Assets and Target Companies passions, and such assets and passions are free and away from any encumbrances, limitations on transfer (apart from any limitations under securities or comparable appropriate needs), claims, taxes, safety interests, choices, warrants, legal rights, contracts, telephone calls, commitments, equities and demands. The distribution by MMI and L&W of certificates evidencing the mark businesses Interest, duly endorsed for transfer or combined with transfer capabilities duly endorsed in blank, will transfer title that is valid the goal businesses Interest to Purchasers, free and away from any and all sorts of encumbrances whatsoever.
Authorization and Validity . All of Sellers and Seller Affiliates has got the power that is full authority to perform and deliver and perform their responsibilities under this contract. The execution, delivery and performance with this contract as well as the other agreements become executed by Sellers, as well as the consummation associated with the deals contemplated hereby and thus, have now been duly authorized by Sellers. This contract will constitute appropriate, legitimate and binding responsibilities of Sellers, enforceable against Sellers relative to their terms that are respective. Sellers have actually secured all necessary approvals and consents of third events into the consummation of this deals contemplated by this contract.
Title . Except as disclosed in Exhibit E, Sellers and Seller Affiliates now own the Assets and Target businesses Interest, clear and free of most liens, claims and encumbrances. None associated with Assets or Target organizations Interest would be the topic of the consignment by any entity or person apart from pawn loans susceptible to contract and/or redemption. Upon consummation associated with the deals contemplated hereby, Purchasers will get good, legitimate and title that is marketable each one of the Assets, free and free from all liens, encumbrances and undesirable claims with the exception of pawn loan security that is at the mercy of redemption.
Commitments . Sellers and Seller Affiliates never have entered into virtually any agreements which encumber the Assets aside from pawn loans at the mercy of redemption.
(a) end in a breach or breach of any contract or other tool under which Sellers or Seller Affiliates are bound or even to which some of the Assets or even the goal organizations Interest are topic, or lead to the creation or imposition of any lien, cost or encumbrance upon some of such Assets or Target organizations Interest;
(b) violate any relevant legislation or legislation or any judgment or purchase of every court or government agency. Vendors have actually complied in most material respects along with relevant guidelines, laws and certification demands, and possess filed aided by the appropriate authorities all necessary statements and reports. Vendors have all operating that is necessary, franchises, licenses and government authorizations, which legal rights have been in complete force and impact, and are also being transported hereof free from any claim, encumbrance or detriment;
(c) contravene, conflict with, or end in any violation of (i) any provision regarding the organizational papers of any Seller or Seller Internet, or (ii) any quality used because of the board of directors, users, or stockholders of Sellers or Seller Affiliates; plus in connection therewith, Sellers and Seller Affiliates hereby waive all pre-emptive or preferential legal rights or liberties of very very very first refusal they might have under Sellers or Seller Affiliates organizational papers or relevant appropriate needs, if any;
(d) cause Purchasers in order to become susceptible to, or be responsible for the re re re payment of any income tax except that product product product sales fees applicable into the purchase of particular assets in Colorado; or
( ag ag e) cause a breach or breach of every supply, or offer any person the proper to declare a standard or workout any remedy under, or even to speed up the readiness or performance of, or even to cancel, end, or alter, any Material Contract to which Sellers or Seller Affiliates are an event.
Fees . Vendors have actually duly and prompt filed all home, product sales taxation and all other returns and reports expected to be filed by them as of the date hereof by the States of Colorado, Kentucky, Wyoming and Nebraska or any political subdivision thereof and also compensated or founded adequate reserves for many fees (including charges and interest) that have or can become due relating to the Assets, Business while the stores. There are no liens for Federal, state or local taxes upon some of the Assets of Sellers.
Each Target Company and every of its predecessors have actually filed, inside the some time in the way recommended for legal reasons, all returns, declarations, reports, quotes, information returns and statements (Returns) heretofore needed to be filed under federal, state, neighborhood or any laws that are foreign such Target Company or such predecessors relating to the dedication, evaluation, collection or re payment of fees, and all sorts of such comes back are real, proper and complete in every product respects.
Except because set forth on display H, each Target Company as well as its Seller has in the some time in the way recommended for legal reasons, compensated (and before the Closing Date will, inside the some time in the way recommended by law, pay) all fees (as defined below) which are due and payable by or pertaining to any Target Company or its Seller.
There are not any liens for fees upon the assets of every associated with the Target businesses, Sellers or Seller Affiliates except liens for fees maybe not yet due.
MMI and L&W are making a legitimate and election that is proper area 1362(a) for the Code to be S corporations, which election continues to be in complete force and impact for Federal and, if relevant, state tax purposes.
MMI and L&W have actually duly elected to take care of each Target Company being a qualified subchapter s subsidiary, which election stays in complete force and impact.
Except because set forth in display H, no deficiency for almost any fees happens to be proposed in composing, asserted on paper or examined against some of the Target organizations, Sellers or Sellers Affiliates which deficiency will not be solved and compensated in complete.
There are not any outstanding tolling agreements, waivers or comparable consents concerning the application for the statute of limits pertaining to any fees or Returns which were written by some of the Target businesses, their predecessors or vendors.
The type of return, the deficiencies proposed or assessed and the amount thereof, and the taxable year in question), no Federal, state, local or foreign audits, investigations or other administrative proceedings or court proceedings are presently pending with regard to any Taxes or Returns of the Target Companies except as set forth in Exhibit H,(which shall set forth the nature of the proceeding.