REPRESENTATIONS AND WARRANTIES OF BUYER AND. HIG SELLER
REPRESENTATIONS AND WARRANTIES OF BUYER AND. MERGER SUB 3.1 Organization and Related Matters...............................................25 3.2 Authorization..................................................................26
REPRESENTATIONS AND WARRANTIES OF BUYER AND. MERGER SUB 34 6.1 Organization, Standing and Power 34 6.2 Authority of Buyer; No Breach By Agreement 34 6.3 Capital Stock 35 6.4 Buyer Subsidiaries 36 6.5 Securities 37 6.6 Financial Statements 37 6.7 Absence of Undisclosed Liabilities 38 6.8 Absence of Certain Changes or Events 38 6.9 Tax Matters 38 6.10 Transactions with Affiliates 40 6.11 Loans 41 6.12 Assets 42 6.13 Community Reinvestment Act Compliance 45 6.14 Intellectual Property 45 6.15 Environmental Matters 45 6.16 Compliance with Laws 46 6.17 Labor Relations 47 6.18 Employee Benefit Plans 47 6.19 Material Contracts 50 6.20 Privacy of Customer Information 51 6.21 Legal Proceedings 51 6.22 Reports 51
REPRESENTATIONS AND WARRANTIES OF BUYER AND. BUYER SUB 16 Section 3.1 Organization, Qualification and Corporation Power 16 Section 3.2 Authority Relative to this Agreement 16 Section 3.3 No Conflict; Required Filings and Consents 17 Section 3.4 Buyer Sub 17 Section 3.5 Broker’s Fees 17 Section 3.6 Disclosure 17 ARTICLE IV FURTHER COVENANTS AND ASSURANCES 18 Section 4.1 Public Announcements 18 Section 4.2 Audited Financial Statements 18 Section 4.3 Non-Competition and Other Covenants 18 Section 4.4 Adjustments in Second Payment 19 Section 4.5 Payment of Company Liabilities 19 ARTICLE V CONDITIONS OF MERGER 19 Section 5.1 Conditions to Obligations of Buyer and Buyer Sub to Effect the Merger 19 Section 5.2 Conditions to Obligations of the Company and the Stockholders to Effect the Merger 20 ARTICLE VI SURVIVAL AND INDEMNIFICATION 21 Section 6.1 Survival of Representations 21 Section 6.2 Indemnification of Buyer 21 Section 6.3 Indemnification of Stockholders and Company 21 Section 6.4 General Notice and Procedural Requirements for Indemnity Claims 22 Section 6.5 Notice and Procedural Requirements for Third Party Claims 22 Section 6.6 Notice and Procedural Requirements for Direct Claims 23 Section 6.7 Maximum Liability 23 Section 6.8 Basket 23 ARTICLE VII GENERAL PROVISIONS 24 Section 7.1 Notices 24 -ii- TABLE OF CONTENTS (continued) Page Section 7.2 Expenses 25 Section 7.3 Amendment 25 Section 7.4 Entire Agreement 25 Section 7.5 No Third-Party Beneficiaries 25 Section 7.6 Assignment 25 Section 7.7 Severability 25 Section 7.8 Governing Law 25 Section 7.9 Headings; Interpretation 25 Section 7.10 Construction 25 Section 7.11 Counterparts 26 Section 7.12 Confidentiality 26 -iii- AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2004 (this “Agreement”), is made by and among DFW Internet Services, Inc., a Texas corporation (“Buyer”) and direct wholly-owned subsidiary of Mobilepro Corp., a Delaware corporation, DFWT Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Buyer (“Buyer Sub”), Xxxxx.xxx, Inc., a Wisconsin corporation (the “Company”), and the stockholders (the “Stockholders”) identified on Exhibit A hereto.
REPRESENTATIONS AND WARRANTIES OF BUYER AND. PARENT Buyer and Parent, jointly and severally, represent and warrant to the Sellers as follows: Section 5.1
REPRESENTATIONS AND WARRANTIES OF BUYER AND. SUB Buyer and Sub hereby jointly and severally represent and warrant to the Company as follows: 5.1
REPRESENTATIONS AND WARRANTIES OF BUYER AND. MERGER SUB 39 5.1 Corporate Organization 39 5.2 Due Authorization 40 5.3 No Conflict 40 5.4 Litigation and Proceedings 40 5.5 Governmental Authorities; Consents 41 5.6 Financial Ability 41 5.7 Brokers’ Fees 41 5.8 Solvency; Surviving Corporation After the Merger 41 5.9 No Outside Reliance 41 5.10 Acquisition of Interests for Investment 42 ARTICLE VI. COVENANTS OF THE COMPANY 42 6.1 Conduct of Business 42 6.2 Inspection 45 6.3 HSR Act and Foreign Antitrust Approvals 45 6.4 Termination of Certain Agreements 46 6.5 Shareholder Approval 46 6.6 Confidentiality Agreements 46 6.7 Debt Payoff 46
