FURTHER REPRESENTATIONS AND WARRANTIES OF SELLER. 8.1 All representations and warranties made in this Agreement by Sellers and Buyer shall be true as of Closing as fully as those such representations and warranties had been made on or as of Closing, and, as of Closing, Sellers and Buyer shall not have violated or failed to perform in accordance with any covenant contained in this Agreement.
FURTHER REPRESENTATIONS AND WARRANTIES OF SELLER. Seller agrees to maintain its normal operations, including, but not limited to, maintaining current levels of membership sales prices, during the pendency of this transaction and further agrees that it will sign no other agreement for the purchase or other disposition of the assets during the Due Diligence period. Upon reasonable notice, seller agrees to supply reasonable access, during regular business hours to buyer during the Due Diligence period to all of its usual and normal business records for its operations during the three (3) years immediately prior to the date of this Agreement. Usual and normal business records include, but are not limited to (in the possession of seller and any agents and professionals), all books and records of seller, all general ledgers, bookkeeping records, audit and accounting work papers and notes, financial statements, worksheets, spreadsheets, budgets, projections, price lists, client lists, employee, client and independent contractor agreement, contracts and files, advertising and promotional materials, bank records and statements, business licenses, franchise agreements, real and personal property leases, conditional use and other permits, professional or trade licenses, tax returns, third party creditor and supplier files; correspondence with third parties regarding business and/or legal matters of seller; equipment sale, lease, maintenance and repair records; in sum, any information of a material nature in assisting buyer in determining whether to move forward with this transaction and to determine what assets to purchase. Seller represents and warrants that it will supply buyer with all relevant due diligence materials in a complete, timely and good faith manner. Seller represents and warrants that it will reveal (during the Due Diligence period) all debts and legal obligations owed to anyone or anything regarding seller and the businesses and the assets, as well as any pending or threatened claims or legal actions, including compliance with all applicable provisions of the Bulk Sales Act. Seller represents and warrants that seller has operated and is operating the businesses in accordance with all applicable laws and regulations and that any required franchise agreements, licenses and permits are currently in force and fully transferable (to the best of seller’s knowledge) to Buyer. Seller represents and warrants that it has the legal right to enter into this transaction and to do so will not infringe upon the ri...
FURTHER REPRESENTATIONS AND WARRANTIES OF SELLER. Seller further represents and warrants to Purchaser that:
FURTHER REPRESENTATIONS AND WARRANTIES OF SELLER. To induce Buyer to enter into this Agreement and for the benefit of Buyer and Subsidiary, Seller further represent and warrant as follows:
FURTHER REPRESENTATIONS AND WARRANTIES OF SELLER. 6.1. Organization and Authority of Seller. Each of 36 6.2. Ability to Carry Out the Agreement. 36 6.3. Ownership 37 6.4. No Undisclosed Intercompany Claims 37 ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF PURCHASER 7.1. Organization and Authority of Purchaser. Each of 37 7.2. Ability to Carry Out the Agreement. Neither 38 7.3. Financial Ability to Perform. 38 7.4. Brokers and Intermediaries. 38 7.5. Investment. 38 ARTICLE 8 CERTAIN COVENANTS AND AGREEMENTS OF SELLER AND PURCHASER 8.1. Access and Information. 39 8.2. Regulatory Filings. 39 8.3. Conduct of Business; Intercompany Accounts. 40 8.4. Employee Matters. 42 8.5. Tax Matters. 44 8.6. Non-solicitation 47 8.7. Books and Records 48 8.8. Announcements 48 8.9. Commercially Reasonable Efforts 48 8.10. Environmental and Geological Due Diligence 48 8.11. Estoppel Certificates 49 8.12. Transition Services 49 . 49 Table Of Contents 8.13. Substitute Letters of Credit 49 8.14. Certain Payments to Seller 50 8.15. Exclusive Distribution Agreement 50 8.16. Regulatory Objectives 50 ARTICLE 9 CONDITIONS PRECEDENT OF SELLER 9.1. Representations and Warranties 50 9.2. Agreements 51 9.3. Purchaser Certificate 51 9.4. No Injunction 51 9.5. Consents 51 9.6. Non-Compete Agreement; Distribution Agreement 51 9.7. Opinion of Purchaser’s Counsel 51 9.8. Miscellaneous Closing Deliveries 51 9.9. Conveyances to Seller or Seller’s Guarantor 52 ARTICLE 10 CONDITIONS PRECEDENT OF PURCHASER 10.1. Representations and Warranties 52 10.2. Agreement. 53 10.3. Seller Certificate. 53 10.4. No Injunction. 53 10.5. Consents. 53 10.6. Title Policies. 53 10.7. Non-Compete Agreement; Distribution Agreement. 53 10.8. Opinion of Seller’s Counsel. 53 10.9. Termination of Guarantees and Releases 53 10.10. Releases of Encumbrances 54 10.11. Certain Liabilities 54 10.12. Miscellaneous Closing Deliveries 54 10.13. Absence of Change. 54 10.14. Newport Supply Agreement 54 10.15. Code Section 897 Certification. 54 10.16. Environmental Matters 55 10.17. Geological Surveys. 55 10.18. Zoning Letters. 57 10.19. Pettinos Transactions. 57 10.20. Rich Hill and Springfield Pike Surveys. 57 10.21. Conveyances from Seller and Seller’s Guarantor. 58 Table Of Contents
FURTHER REPRESENTATIONS AND WARRANTIES OF SELLER. Except as otherwise set forth in the Schedule relating to the specific representation or warranty, or in any other Schedule where the applicability to the specific representation or warranty of the information set forth on such other Schedule is reasonably apparent, Seller represents and warrants to Purchaser that:
