Armixxx Sample Clauses

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: (i) liabilities incurred in the ordinary course of business subsequent to the date of the Armixxx.Xxx Financial Statements consistent with past practice, none of which deviate in any material respect from liabilities incurred in prior comparable fiscal periods; (ii) obligations under Contracts listed on Schedule 4.03 or incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Armixxx.Xxx Xxxancial Statements, which liabilities and obligations, individually or in the aggregate, are not material to the financial condition or operating results of Armixxx.Xxx; xxd (iii) the liabilities listed on Schedule 4.03.

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 xxx not disposed of, emitted, discharged, handled, stored, transported, used, or released any Hazardous Materials (or arranged for any of the foregoing), or exposed any employee or other individual to any Hazardous Materials or condition so as to give rise to any liability or corrective or remedial obligation under any Environmental Laws;

Armixxx. Xxx xxxll discuss with Armitec any proposed significant capital expenditure to be made by Armixxx.Xxx xxxer the date of this Agreement prior to entering into any contract or commitment for such capital expenditure.

Armixxx. Xxx xxxll have received a certificate of incumbency of Armitec executed by the President and Secretary of Armitec listing the officers of Armitec authorized to execute this Agreement and certifying the authority of each such officer to execute the agreements, documents, and instruments on behalf of Armitec in connection with the consummation of the transactions contemplated herein.

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 xx not in violation of applicable equal employment opportunity laws, wage and hour laws, occupational safety and health laws, federal labor laws, or any other laws of any Government or Governmental Agency relating to employment. Schedule 4.18.2 attached hereto sets forth the status of all investigations, claims, charges, and employment-related suits or controversies which have occurred with respect to Armixxx.Xxx xxxhin the last 10 years or which are presently pending or threatened with respect to Armixxx.Xxx under any employment-related law of any Government or Governmental Agency (including common law). Armixxx.Xxx xxx satisfied and performed fully all judgments, decrees, conciliation agreements, or settlement agreements by which it is bound or to which it is subject concerning employment-related matters, and each such judgment, decree or agreement is disclosed on Schedule 4.18.2.

Armixxx. Xxx xx in compliance with all applicable laws relating to employee health and safety and has not received any notice that past or present conditions of the assets and properties of Armixxx.Xxx xxxlate any applicable legal requirements or otherwise can be made the basis of any claim, proceeding, or investigation, based on OSHA violations or otherwise related to employee health and safety.

Armixxx. Xxx has paid all wages due (including all required taxes, insurance and withholding thereon). Schedule 4.18.4 attached hereto sets forth all accrued vacation, sick leave and bonuses (including pro rata accruals for a period of a year) due to employees of Armixxx.Xxx xx of the Closing.

Armixxx. Xxx xxxll obtain prior to Closing, at its sole cost and expense, all consents and estoppels required for the continuation of the Armixxx.Xxx Xxxtracts after Closing. All such consents and estoppels shall be in writing and in form and substance satisfactory to Armitec, and executed counterparts thereof will be delivered to Armitec promptly after receipt thereof but in no event later than the Closing Date.