Armixxx. Xxx xxxl be a wholly-owned subsidiary of Armitec. For and in consideration of these premises and the mutual covenants, promises, agreements, representations and warranties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Armitec, Armixxx.Xxx xxx the Armixxx.Xxx Xxxreholders hereby covenant, promise, agree, represent and warrant as follows:
Armixxx. Xxx xxxresents and warrants, and the Armixxx.Xxx Xxxreholders represent and warrant to the best of their knowledge, to Armitec (which representations and warranties shall be valid and binding as of the time of Closing) as follows:
Armixxx. Xxx xx a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia. Armixxx.Xxx xxx the power and authority to own, lease and operate its properties and to conduct its business in each location where Armixxx.Xxx xxxs, leases or operates its property and conducts business, as such business is now being conducted by Armixxx.Xxx.
Armixxx. Xxx has no material liabilities or obligations (secured or unsecured, whether accrued, absolute, direct, indirect, contingent, or otherwise, and whether due or to become due) that are not fully accrued or reserved against in the Armixxx.Xxx Xxxancial Statements or described in Schedule 4.03
Armixxx. Xxx xxx not received any advice or notification from its independent certified public accountants that Armixxx.Xxx xxx used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Armixxx.Xxx Xxxancial Statements or the books and records of Armixxx.Xxx, xxy properties, assets, liabilities, revenues, or expenses. The Armixxx.Xxx Xxxancial Statements do not contain any items of special or nonrecurring income, or other income not earned in the ordinary course of business, except as set forth in the notes to the Armixxx.Xxx Xxxancial Statements or on Schedule 4.03. The books, records, and accounts of Armixxx.Xxx xxxurately and fairly reflect, in reasonable detail, all transactions, assets, and liabilities of Armixxx.Xxx.
Armixxx. Xxx xxx no material liabilities or obligations (secured or unsecured, whether accrued, absolute, direct, indirect, contingent, or otherwise, and whether due or to become due) that are not fully accrued or reserved against in the Armixxx.Xxx Financial Statements, other than:
Armixxx. Xxx xx not, nor as of the Closing will be, in default under or with respect to any judgment, order, writ, injunction or decree of any court or of any federal, state, municipal or other governmental authority, department, commission, board, agency or other instrumentality. Armixxx.Xxx xxx, and as of the Closing will have, complied in all material respects with all laws, rules, regulations and orders applicable to it and to its businesses; has, and as of the Closing will have, performed in all material respects all of its material obligations and duties to be performed by it to the extent required in accordance with their respective terms; and is not, and as of the Closing will not be, in any material respect in default under or in breach of any material contract, agreement, commitment or other instrument to which it is subject or a party or under which it is bound.
Armixxx. Xxx xxx delivered or has otherwise made available to Armitec a correct and complete copy of each contract or agreement set forth in Schedule 4.14.1. Except as listed on Schedule 4.14.1, Armixxx.Xxx xx not a party to any written or oral:
Armixxx. Xxx xxx not granted any power of attorney affecting or with respect to any of its business, affairs, or assets, or any combination thereof, that remains outstanding.
Armixxx. Xxx xxx entered into an agreement with VisionQuest Securities, LLC for the provision of broker services in connection with this Agreement. Except for the foregoing, neither Armixxx.Xxx xxx any Affiliate of Armixxx.Xxx xxx any contract, arrangement or understanding with, or has incurred any obligation or liability to, any broker, finder, investment banker, intermediary or similar agent with respect to this Agreement or the transactions contemplated hereby.
