Related to Special Shareholder & Shareholder. ☐ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☒ The representations and warranties of this section apply to the Shareholder. Each person who is a Special Shareholder and/or Shareholder and who makes representations and warranties pursuant to Section 2.2. (b) of this Agreement does so only for himself/herself and not on behalf of any other person. The Special Shareholder and the Shareholder have full power and authority to enter into this Agreement and the Acquisition Documents, to perform their obligations hereunder and thereunder, to transfer the Transferred Assets (to the extent of their ownership interest in the Transferred Assets), and to carry out the transactions contemplated hereby and thereby (as may be applicable to the Special Shareholder and/or the Shareholder). The Special Shareholder and the Shareholder have taken, or will take before the Closing Date, all actions required by law or otherwise to authorize (a) the execution and delivery of this Agreement and the other Acquisition Documents, and (b) the performance of their obligations hereunder and thereunder. Upon execution, this Agreement will have been duly executed and delivered by the Special Shareholder and the Shareholder, and, upon the execution and delivery of the remaining Acquisition Documents by the Special Shareholder and the Shareholder, the remaining Acquisition Documents will have been duly executed and delivered by the Special Shareholder and the Shareholder. This Agreement is and such other Acquisition Documents will be, upon due execution and delivery thereof, the legal, valid, and binding obligations of the Special Shareholder and the Shareholder enforceable according to their terms, except (a) as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium general principle, or similar laws now or hereafter in effect relating to creditors' rights and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought.
Related to Special Shareholder & Shareholder. ☐ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☒ The representations and warranties of this section apply to the Shareholder. Each person who is a Special Shareholder and/or Shareholder and who makes representations and warranties pursuant to Section 2.7. (b) of this Agreement does so only for himself/herself and not on behalf of any other person. None of (a) the execution and delivery of this Agreement or any of the other Acquisition Documents by the Special Shareholder or the Shareholder, (b) the performance by the Special Shareholder or the Shareholder of their obligations hereunder or thereunder, (c) the consummation of the transactions contemplated hereby or thereby after the Closing, will (i) violate, or be in conflict with, or constitute a default under or breach of, or permit the termination of, or cause the acceleration of the maturity of, any indenture, mortgage, contract, commitment, debt or obligation of the Special Shareholder or the Shareholder, which violation, conflict, default, breach, termination, or acceleration, either individually or in the aggregate with all other such violations, conflicts, defaults, breaches, terminations, and accelerations, would have a material adverse effect on the operations, business, assets, or financial condition or the Seller or the Transferred Assets; (ii) except for the consents set forth in Schedule 2.7. (b) (ii) hereto, require the consent of any other party to or result in the creation or imposition of any Lien upon any property or assets of the Seller or the Transferred Assets under any indenture, mortgage contract, commitment, debt, or obligation of or to which the Special Shareholder or the Shareholder is a party or by which the Special Shareholder or the Shareholder is bound; (iii) violate any statute, law, judgment, decree, order, regulation, or rule of any court or governmental authority to which the Special Shareholder, the Shareholder, or the Transferred Assets is subject (as applicable); or (iv) result in the loss of any material license, privilege, or certificate benefiting the Special Shareholder or the Shareholder.
Related to Special Shareholder & Shareholder. ☐ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☒ The representations and warranties of this section apply to the Shareholder. Each person who is a Special Shareholder and/or Shareholder and who makes representations and warranties pursuant to Section 2.8. (b) of this Agreement does so only for himself/herself and not on behalf of any other person. No consent, approval, or authorization of, or declaration, filing, or registration with, any governmental or regulatory authority is required to be made or obtained by the Special Shareholder or the Shareholder (as may be applicable to the Special Shareholder and/or the Shareholder) in connection with the execution, delivery, and performance of this Agreement or any of the other Acquisition Documents by the Special Shareholder or the Shareholder. Asset Purchase Agreement – Protexure Insurance Agency, Inc. (A Delaware Corporation), et al.
Related to Special Shareholder & Shareholder. ☐ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☒ The representations and warranties of this section apply to the Shareholder. Each person who is a Special Shareholder and/or Shareholder and who makes representations and warranties pursuant to Section 2.10. (b) of this Agreement does so only for himself/herself and not on behalf of any other individual. Asset Purchase Agreement – Protexure Insurance Agency, Inc. (A Delaware Corporation), et al. Since January 1, 2022, the Special Shareholder and the Shareholder (as may be applicable to the Special Shareholder and/or the Shareholder) have not:
Related to Special Shareholder & Shareholder. ☐ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☒ The representations and warranties of this section apply to the Shareholder. Each person who is a Special Shareholder and/or Shareholder and who makes representations and warranties pursuant to Section 2.11. (b) of this Agreement does so only for himself/herself and not on behalf of any other person. Asset Purchase Agreement – Protexure Insurance Agency, Inc. (A Delaware Corporation), et al. To their actual knowledge, the Special Shareholder and the Shareholder own, are licensed, or otherwise have the full right to use all patents, trademarks, servicemarks, trade names, and copyrights used by each of them in the business of the Seller as currently conducted. The Special Shareholder and the Shareholder own, are licensed, or otherwise have the full right to use all patents, trademarks, servicemarks, trade names, and copyrights in which the Special Shareholder and/or the Shareholder have an ownership interest. Schedule 2.11. (b) hereto contains a complete and accurate list of (i) all patents, trademarks, servicemarks, trade names copyrights, technology, know-how, recipes, and processes in which the Special Shareholder and/or the Shareholder have an ownership interest and which are used or proposed to be used by the Special Shareholder and the Shareholder in connection with or related to the Seller or the Transferred Assets, all applications therefore, and all licenses and other agreements relating thereto, and (ii) all agreements relating to technology, know-how, recipes, or processes that the Special Shareholder and the Shareholder are licensed or authorized to use by others or licenses or authorizes others to use in connection with or related to the Seller or the Transferred Assets. Except as set forth in any of such licenses or agreements, the Special Shareholder and the Shareholder have the sole and exclusive right to use their patents, trademarks, servicemarks, trade names, copyrights, technology, know-how, recipes, and processes identified in Schedule 2.11. (b) hereto, and no consent of any third party is required for the use thereof by the Special Shareholder and the Shareholder upon completion of the transfer of the Transferred Assets. No claims have been asserted by any person to the use of any such patents, trademarks, servicemarks, trade names, copyrights, technology, know-how, recipes, o...
Related to Special Shareholder & Shareholder. ☐ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☒ The representations and warranties of this section apply to the Shareholder. Each person who is a Special Shareholder and/or Shareholder and who makes representations and warranties pursuant to Section 2.12. (b) of this Agreement does so only for himself/herself and not on behalf of any other person. Schedule 2.12. (b) hereto sets forth all non-resolved and pending actions, claims, proceedings, and investigations instituted against the Special Shareholder and/or the Shareholder ("Actions") that involve or are related to the Transferred Assets, including without limitation Actions for personal injuries, products liability, or breach of warranty arising from products sold by the Special Shareholder and/or the Shareholder, pending or threatened against the Special Shareholder and/or the Shareholder, any properties or rights of the Special Shareholder and/or the Shareholder (including, without limitation, the patents, trademarks, servicemarks, trade names, copyrights, technology, know-how, recipes, or processes listed in Schedule 2.11. (a) and Schedule 2.11. (b) hereto), or the transactions contemplated by this Agreement or any other Acquisition Document before any court, arbitrator, or administrative or governmental body. To the actual knowledge of the Special Shareholder and the Shareholder, no state of facts exists or has existed that would constitute grounds for the institution of any Action that involves or is related to the Transferred Assets, against the Special Shareholder and/or the Shareholder that involves or is related to the Transferred Assets, or against any properties or rights of the Special Shareholder and/or the Shareholder that involve or are related to the Transferred Assets, or against or the transactions contemplated by this Agreement or any other Acquisition Document. The Special Shareholder and/or the Shareholder is not subject to any judgment, order, or decree entered in any lawsuit or proceeding that has materially affected, in an adverse manner, or that can reasonably be expected to materially affect, in an adverse manner, the transactions contemplated by this Agreement, the Seller, the Special Shareholder, the Shareholder, or the Transferred Assets, including, without limitation, the Seller's, the Special Shareholder’s, and/or the Shareholder’s business practices and their...
Related to Special Shareholder & Shareholder. ☐ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☒ The representations and warranties of this section apply to the Shareholder. Each person who is a Special Shareholder and/or Shareholder and who makes representations and warranties Section 2.16. (b) of this Agreement does so only for himself/herself and not on behalf of any other individual.
Related to Special Shareholder & Shareholder. ☐ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☒ The representations and warranties of this section apply to the Shareholder. Each person who is a Special Shareholder and/or Shareholder and who makes representations and warranties pursuant to Section 2.17. (b) of this Agreement does so only for himself/herself and not on behalf of any other person. To the Special Shareholder’s and the Shareholder’s actual knowledge, they enjoy good working relationships under all of their distributor, sales representative, and similar agreements necessary to the normal operation of their business. The Special Shareholder and the Shareholder have no knowledge or basis for knowledge that any customer or group of related customers (i.e., any customers who are, directly or indirectly, through zero or more intermediaries, are under common control), who, for the twelve (12) months preceding the Closing Date, for the fiscal year ended 2022, and during each of the two (2) fiscal years preceding the fiscal year ended 2022, accounted for more than Fifty-Thousand U.S. Dollars ($50,000.00) in aggregate volume of gross sales of the Seller, the Special Shareholder, or the Shareholder has terminated or expects to terminate a material portion of its normal business with the Seller, the Special Shareholder, or the Shareholder.
Related to Special Shareholder & Shareholder. ☐ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☒ The representations and warranties of this section apply to the Shareholder. Each person who is a Special Shareholder and/or Shareholder and who makes representations and warranties pursuant to Section 2.19. (b) of this Agreement does so only for himself/herself and not on behalf of any other person. There are no controversies or disputes pending between the Seller, the Special Shareholder, the Shareholder, and/or the Seller’s employees except for such controversies and disputes as do not and will not, individually or in the aggregate, have a material adverse effect on the business, operations, assets, prospects, or condition, financial or otherwise, of the Seller, the Special Shareholder, and/or the Shareholder.
Related to Special Shareholder & Shareholder. ☐ The representations and warranties of this section apply to the Seller. ☒ The representations and warranties of this section apply to the Special Shareholder. ☒ The representations and warranties of this section apply to the Shareholder. Asset Purchase Agreement – Protexure Insurance Agency, Inc. (A Delaware Corporation), et al. Each person who is a Special Shareholder and/or Shareholder and who makes representations and warranties pursuant to Section 2.21. (b) of this Agreement does so only for himself/herself and not on behalf of any other person. The Special Shareholder and the Shareholder are not in violation of, have not been charged with any violation of, or, to the best of their knowledge, are not under any investigation with respect to any charge concerning any violation of any requirements of applicable Law (“Requirements of Law”), in which such violation either singly or in the aggregate with other violations would have a material adverse effect upon the operations, assets, business or financial condition of the Seller or the Transferred Assets. The Special Shareholder and the Shareholder are not in default with respect to any order, writ, injunction, or decree of any court, agency, or instrumentality.
