Common use of Further Warranties and Representations Clause in Contracts

Further Warranties and Representations. (a) AgTech has and on the closing date will have good and marketable title to all tangible/intangible assets in its records and books of account, free and clear of all liens, encumbrances and charges and except for current taxes and assessments not delinquent and liens, encumbrances and charges shown in its records and books of account which are not substantial in character or amount, and do not materially detract from the value or interfere with the use of properties subject thereto or affected thereby. (b) AgTech has and on the closing date will have good and marketable title to the machinery, equipment, merchandise, materials, supplies and other property of every kind, tangible or intangible, or shown as assets in its records and books of account, free and clear of all liens, encumbrances and charges and except for liens, encumbrances and charges, in any, which do not materially detract from the value of or interfere with the use of the properties subject thereto or affected thereby. (c) There are no pending claims, all taxes imposed by the U.S. or by any foreign country or by any state, municipality, subdivision or instrumentality of the U.S. or of any foreign country or by any other taxing authority, which are due or payable by AgTech, and all price redetermination or renegotiation claims asserted or that may be asserted against it, have been paid in full or are adequately provided for by reserves shown in the records and books of account of AgTech and will be so paid or provided for on the closing date. AgTech has no knowledge of any unassessed tax deficiency proposed or threatened against it. (d) Except for agreement described in and appended to the Disclosure Schedule, if any, none of which materially and adversely affects the earnings, business, properties, or assets of AgTech, AgTech is not a party to: (1) any sales agency agreement not subject to termination without liability on notice of sixty (60) days or less; (2) any pension, retirement or profit sharing plan or agreement not cancelable within sixty (60) days without liability; or (3) any union agreement or loan agreement. (e) AgTech is enjoying and on the closing date will continue to enjoy good working relationships under all agreements, dealer, sales representation and other agreements necessary to the normal operation of its business. All or substantially all of the real and personal properties used in the business of AgTech are and on the closing date will be in good and operable condition. AgTech is adequately insured with respect to risks normally insured against by companies similarly situated.

Further Warranties and Representations. (a) AgTech APP has and on the closing date will have good and marketable title to all tangible/intangible assets in its records and books of account, free and clear of all liens, encumbrances and charges and except for current taxes and assessments not delinquent and liens, encumbrances and charges shown in its records and books of account which are not substantial in character or amount, and do not materially detract from the value or interfere with the use of properties subject thereto or affected thereby. (b) AgTech APP has and on the closing date will have good and marketable title to the machinery, equipment, merchandise, materials, supplies and other property of every kind, tangible or intangible, or shown as assets in its records and books of account, free and clear of all liens, encumbrances and charges and except for liens, encumbrances and charges, in any, which do not materially detract from the value of or interfere with the use of the properties subject thereto or affected thereby. (c) There are no pending claims, all taxes imposed by the U.S. or by any foreign country or by any state, municipality, subdivision or instrumentality of the U.S. or of any foreign country or by any other taxing authority, which are due or payable by AgTechAPP, and all price redetermination or renegotiation claims asserted or that may be asserted against it, have been paid in full or are adequately provided for by reserves shown in the records and books of account of AgTech APP and will be so paid or provided for on the closing date. AgTech APP has no knowledge of any unassessed tax deficiency proposed or threatened against it. (d) Except for agreement described in and appended to the Disclosure Schedule, if any, none of which materially and adversely affects the earnings, business, properties, or assets of AgTechAPP, AgTech APP is not a party to: (1) any sales agency agreement not subject to termination without liability on notice of sixty (60) days or less; (2) any pension, retirement or profit sharing plan or agreement not cancelable within sixty (60) days without liability; or; (3) any union agreement or loan agreement.; (e) AgTech APP is enjoying and on the closing date will continue to enjoy good working relationships under all agreements, dealer, sales representation and other agreements necessary to the normal operation of its business. All or substantially all of the real and personal properties used in the business of AgTech APP are and on the closing date will be in good and operable condition. AgTech APP is adequately insured with respect to risks normally insured against by companies similarly situated.

Further Warranties and Representations. (a) AgTech ATI has and on the closing date will have good and marketable title to all tangible/intangible assets in its records and books of account, free and clear of all liens, encumbrances and charges and except for current taxes and assessments not delinquent and liens, encumbrances and charges shown in its records and books of account which are not substantial in character or amount, and do not materially detract from the value or interfere with the use of properties subject thereto or affected thereby. (b) AgTech ATI has and on the closing date will have good and marketable title to the machinery, equipment, merchandise, materials, supplies and other property of every kind, tangible or intangible, or shown as assets in its records and books of account, free and clear of all liens, encumbrances and charges and except for liens, encumbrances and charges, in any, which do not materially detract from the value of or interfere with the use of the properties subject thereto or affected thereby. (c) There are no pending Pending claims, all taxes imposed by the U.S. or by any foreign country or by any state, municipality, subdivision or instrumentality of the U.S. or of any foreign country or by any other taxing authority, which are due or payable by AgTechATI, and all price redetermination or renegotiation claims asserted or that may be asserted against it, have been paid in full or are adequately provided for by reserves shown in the records and books of account of AgTech ATI and will be so paid or provided for on the closing date. AgTech ATI has no knowledge of any unassessed un-assessed tax deficiency proposed or threatened against it. (d) Except for agreement described in and appended to the Disclosure Schedule, if any, none of which materially and adversely affects the earnings, business, properties, or assets of AgTechATI, AgTech ATI is not a party to: (1) any sales agency agreement not subject to termination without liability on notice of sixty (60) days or less; (2) any pension, retirement or profit sharing plan or agreement not cancelable within sixty (60) days without liability; or; (3) any management or consultation agreement not terminable at will without liability; (4) any union agreement or loan agreement; (5) any contract, accepted order or commitment for the purchase of materials, products or supplies having a total contract price in excess of $5,000; or (6) any other agreement which materially affects the business, properties or assets of ATI, or which was entered into other than in the ordinary and usual course of business. Adequate reserves will be provided and set up on the books of account of ATI, and will continue to be so provided and set up throughout the expansion of the project, for any contract, order or commitment expected to be performed. (e) AgTech ATI is enjoying and on the closing date will continue to enjoy good working relationships under all agreementsFranchise Relationships, dealer, sales representation and other agreements necessary to the normal operation of its business. All or substantially all of the real and personal properties used in the business of AgTech ATI are and on the closing date will be in good and operable condition. AgTech ATI is adequately insured with respect to risks normally insured against by companies similarly situated.. The Disclosure Schedule