Common use of REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. Seller and Shareholders, jointly and severally, hereby represent and warrant to the Buyer and HRH as follows: A. Except as set forth in Schedule 6.A, Seller has good and marketable title to, and owns, the Assets to be sold, assigned and transferred hereunder, and the Assets are, or will be as of the Effective Date, free and clear from any and all judgments, mortgages, pledges, liens, conditional sales agreements, security interest, options or other encumbrances or claims of every nature and kind whatsoever, other than liens on any Assets transferred subject to any Assumed Liabilities. B. Seller is a corporation duly organized, validly existing and in good standing as a domestic corporation under the laws of the State of Delaware; Seller possesses all necessary corporate power to enter into this Agreement and to consummate the transactions contemplated hereby; the Shareholders and Board of Directors of Seller have taken, or will have taken by the Closing Date, all necessary corporate actions to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and except as set forth on Schedule 6.B, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will breach or violate any provision of Seller's certificate of incorporation or bylaws, any statute or ordinance, or any material contract, agreement or other instrument to which Seller is a party or by which it is bound. C. Except as set forth on Schedule 6.C, no notice, report or other filing is required to be submitted to, and no consent, approval or authorization is required to be received from, any governmental authority or other person or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder, except where failure to do so will not have a material adverse effect. D. Seller is not in default under any material agreement which is being assigned to Buyer hereunder. E. Except as set forth on Schedule 6.E, there are no judgments, actions, suits, levies, attachments or governmental or administrative agency proceedings pending or, to the best knowledge of Shareholders, threatened against or affecting the Assets or the transactions contemplated by this Agreement, nor are there any such actions pending or, to the best knowledge of Shareholders, threatened between Seller and any of its clients or insurance companies for which it acts as agent. F. Seller is, and has during the past five years been, in full compliance in all material respects with all licensing and other regulatory laws for the conduct of its present operations (including, without limitation, its property and casualty, personal lines and life businesses) and all of Seller's employees or agents who write any type of insurance for Seller (including the Shareholders) are and have been, in full compliance in all material respects with all licensing and other regulatory laws such that Seller and Shareholders have no liabilities of any nature related to any failure, whether intentional or inadvertent, to comply with any such laws and which may attach to, or affect the use of, the Assets in a materially adverse manner by the Buyer or HRH. Attached hereto as Schedule 6.F is a complete list of all insurance licenses held by Seller and all states in which it is qualified to transact business. G. Seller maintains errors and omissions coverage for all of its operations in amounts which it deems to provide adequate coverage; all such policies are described on Schedule 6.G (carrier, retrodate, claims made or occurrence policy, deductible and limits); and except as set forth on Schedule 6.G, neither Seller nor Shareholders have received any notice of any claim against Seller, its agents, employees or directors or any of the Shareholders.

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. Seller and Shareholders, the Shareholders jointly and severally, hereby severally represent and warrant to the Buyer and HRH Multi-Link as follows: A. Except as set forth in Schedule 6.A, Seller has good and marketable title to, and owns, the Assets to be sold, assigned and transferred hereunder, and the Assets are, or will be as of the Effective Date, free and clear from any and all judgments, mortgages, pledges, liens, conditional sales agreements, security interest, options or other encumbrances or claims of every nature and kind whatsoever, other than liens on any Assets transferred subject to any Assumed Liabilities. B. (a) Seller is a corporation duly organized, validly existing and in good standing as a domestic corporation under the laws of the State of Delaware; Georgia and qualified to do business in good standing in the State of North Carolina. Seller possesses all necessary corporate has full power and lawful authority to (i) own and operate its assets, properties and the Business, (ii) carry on the Business as presently conducted, (iii) enter into this Agreement Agreement, and to (iv) consummate the transactions contemplated hereby; the Shareholders by this Agreement. (b) The execution, delivery and Board performance of Directors of Seller this Agreement have taken, or will have taken each been duly authorized by the Closing Date, all necessary corporate actions to authorize action on the execution part of Seller, including director and Shareholder authorization. This Agreement constitutes a legal, valid and binding obligation of Seller and Shareholders, enforceable in accordance with its terms. Seller's and Shareholders' execution, delivery and performance of this Agreement does not and the consummation will not (i) constitute a breach or violation of Seller's incorporation documents or bylaws, (ii) constitute a breach or violation of any law, rule, regulation, material agreement, indenture, deed of trust, mortgage, loan agreement or any material instrument to which Seller or any Shareholder is a party or by which Seller or any Shareholder or any of the transactions contemplated hereby; Purchased Assets is bound or affected, (iii) constitute a violation of any order, judgment or decree by which Seller or any Shareholder or any of the Purchased Assets is bound or affected, (iv) result in the acceleration of any material debt owed by Seller or any Shareholder, (v) result in the creation of any lien or charge on the Purchased Assets or (vi) require any authorization or consent of any third party, including, without limitation, any governmental authority or any party to an Assumed Contract, except for such approvals and except consents that have been or will be obtained, made or given on or prior to the Closing Date as set forth on Schedule 6.Bthe schedule titled "Consents" attached hereto. (c) Seller has, neither and at the execution Closing Buyer will receive, good and delivery marketable title to the Purchased Assets, free and clear of all Encumbrances. Other than computer equipment and computer peripherals, Seller is not leasing any equipment, furniture, fixtures or other personal property. Seller is not holding on consignment any equipment, furniture, fixtures or other personal property. There are no special assessments against any of the Purchased Assets. The Purchased Assets which are tangible personal property are in a good state of repair and operating condition, ordinary wear and tear excepted. The Purchased Assets represent and constitute all assets, rights and privileges currently owned or used by Seller in connection with the Business. Other than that certain generator located at Beguelin's residence, all of the Purchased Assets are located at the Property. (d) The accounts receivable of Seller to be transferred pursuant to this Agreement nor (the consummation "Accounts Receivable") are bona fide accounts receivable of Seller arising in the transactions contemplated hereby will breach ordinary course of business and are not subject to any defenses to collection or violate rights of setoff. (e) Seller has not, during the 180-day period prior to the date hereof, made any provision extraordinary effort beyond the ordinary course of business to collect the Accounts Receivable. (f) To the best of Seller's certificate knowledge, the Glenayre MVP System (the "MVP") to be transferred pursuant to this Agreement is fully functioning and in a good state of incorporation repair and working condition. (g) Except as set forth on the schedule titled "Claims and Litigation" attached hereto, (i) there is no third party (whether private, governmental or bylawsotherwise) holding any claim of any nature against Seller or the Purchased Assets, including claims arising out of or in connection with the operation of the Business, (ii) Seller does not know or have reasonable grounds to know of any dispute which adversely affects, or may adversely affect, Seller, the Purchased Assets or the Business, (iii) there is no present or threatened walkout, strike or labor disturbance involving any of Seller's employees, (iv) Seller and the Purchased Assets are not subject to any pending or, to the best of Seller's knowledge, threatened litigation, proceeding or administrative investigation of any kind or nature (including, without limitation, any statute or ordinancematter (including audits) involving the Internal Revenue Service, or other federal or state taxing authorities), (v) Seller has not violated any federal, state or local law or ordinance or any rule, regulation order or decree of any governmental agency, court or authority having jurisdiction over it or over any part of its operations or assets that would have a material contractadverse effect on the operation of the Business by Buyer or the financial condition of Seller, agreement or and (vi) Seller has maintained all material licenses and permits and has filed all registrations, reports and other instrument documents required by local, state and federal authorities and regulating bodies in connection with the Business, all of which licenses and permits are fully assignable to Buyer and on the Closing Date will have been assigned to Buyer pursuant to the Bill xx Sale. (h) The schedule titled "Assumed Contracts" attached hereto (together with the contracts listed in Section 7.1(i) hereof (the "Old Contracts")) is a true and complete listing of any and all material agreements and instruments relating to the Business to which Seller is a party or by which it the Purchased Assets are subject, and any and all related agreements, including, without limitation, all leases, subleases, warranty agreements, sales agreements, service agreements, maintenance agreements, loan agreements and partnership agreements. Seller has delivered to Buyer a true and complete copy of each Assumed Contract and Old Contract and all other written instruments existing with respect to the Assumed Contracts and Old Contracts. Each Assumed Contract and Old Contract is boundvalid and enforceable in accordance with its terms. Neither Seller nor any other party thereto is in breach of or in default under any Assumed Contract or Old Contract nor has any notice or claim with respect to any breach or default thereunder been given. C. (i) The schedule titled "Employees" attached hereto is a true and complete list of all employees of Seller, and their dates of hire, positions, base salary and commission and/or bonus schedule (if applicable), and employee benefits to which such employees are entitled to participate. Except as set forth on Schedule 6.C, no notice, report or other filing is required to be submitted to, and no consent, approval or authorization is required to be received from, any governmental authority or other person or entity in connection with the execution and delivery of this Agreement or the consummation such schedule (i) none of the transactions contemplated hereunder, except where failure to do so will not have a material adverse effect. D. Seller is not in default under employees has any material agreement which is being assigned to Buyer hereunder. E. Except as set forth on Schedule 6.E, there are no judgments, actions, suits, levies, attachments (written or governmental or administrative agency proceedings pending or, to the best knowledge of Shareholders, threatened against or affecting the Assets or the transactions contemplated by this Agreement, nor are there any such actions pending or, to the best knowledge of Shareholders, threatened between otherwise) with Seller and any of its clients or insurance companies for which it acts as agent. F. Seller is, and has during the past five years been, in full compliance in all material respects with all licensing and other regulatory laws for the conduct of its present operations (including, without limitation, its property and casualty, personal lines and life businessesii) and all of Seller's such employees are terminable at will without any penalty, liquidated damages or agents who write any type of insurance for Seller (including the Shareholders) are and have been, in full compliance in all material respects with all licensing and other regulatory laws such that Seller and Shareholders have no liabilities of any nature related to any failure, whether intentional or inadvertent, to comply with any such laws and which may attach to, or affect the use of, the Assets in a materially adverse manner by the Buyer or HRH. Attached hereto as Schedule 6.F is a complete list of all insurance licenses held by Seller and all states in which it is qualified to transact business. G. Seller maintains errors and omissions coverage for all of its operations in amounts which it deems to provide adequate coverage; all such policies are described on Schedule 6.G (carrier, retrodate, claims made or occurrence policy, deductible and limits); and except as set forth on Schedule 6.G, neither Seller nor Shareholders have received any notice of any claim against Seller, its agents, employees or directors or any of the Shareholders.other

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. Seller 3.1 ORGANIZATION AND GOOD STANDING (a) Schedule 3.1(a) contains a complete and Shareholders, jointly accurate list of Seller’s jurisdiction of incorporation and severally, hereby represent and warrant any other jurisdictions in which it is qualified to the Buyer and HRH do business as follows: A. Except as set forth in Schedule 6.A, Seller has good and marketable title to, and owns, the Assets to be sold, assigned and transferred hereunder, and the Assets are, or will be as of the Effective Date, free and clear from any and all judgments, mortgages, pledges, liens, conditional sales agreements, security interest, options or other encumbrances or claims of every nature and kind whatsoever, other than liens on any Assets transferred subject to any Assumed Liabilities. B. a foreign corporation. Seller is a corporation duly organized, validly existing and in good standing as a domestic corporation under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the State properties and assets that it purports to own or use, and to perform all its obligations under the Seller Contracts. Seller is duly qualified to do business as a foreign corporation and is in good standing under the laws of Delawareeach state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. (b) Complete and accurate copies of the Governing Documents of Seller, as currently in effect, are attached to Schedule 3.1(b). Exhibit 10(a) (c) Seller has no Subsidiary and, except as disclosed in Schedule 3.1(c), does not own any shares of capital stock or other securities of any other Person. 3.2 ENFORCEABILITY; AUTHORITY; NO CONFLICT (a) This Agreement constitutes the legal, valid and binding obligation of Seller possesses and each Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller and Shareholders of the Employment Agreement, the Noncompetition Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholders at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of each of Seller and the Shareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary corporate power action by Seller’s shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s Closing Documents to consummate the transactions contemplated hereby; the Shareholders which such Shareholder is a party and Board of Directors of Seller have taken, or will have taken by the Closing Date, all necessary corporate actions to authorize the execution perform his obligations hereunder and delivery of this Agreement and the consummation of the transactions contemplated hereby; and except thereunder. (b) Except as set forth on in Schedule 6.B3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated hereby will breach Contemplated Transactions will, directly or violate indirectly (with or without notice or lapse of time): (i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller's certificate ; (ii) Breach or give any governmental body or other Person the right to challenge any of incorporation the Contemplated Transactions or bylaws, to exercise any statute remedy or ordinanceobtain any relief under any Legal Requirement or any Order to which Seller or either Shareholder, or any material contractof the Assets, agreement may be subject; (iii) contravene, conflict with or other instrument result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to which revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller is or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax; (v) Breach any provision of, or give any Person the right to declare a party default or by which it is boundexercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters’ appraisal rights. C. (c) Except as set forth on in Schedule 6.C3.2(c), no notice, report or other filing neither Seller nor any Shareholder is Exhibit 10(a) required to be submitted to, and no consent, approval give any notice to or authorization is required to be received from, obtain any governmental authority or other person or entity Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of the transactions contemplated hereunder, except where failure to do so will not have a material adverse effect. D. Seller is not in default under any material agreement which is being assigned to Buyer hereunder. E. Except as set forth on Schedule 6.E, there are no judgments, actions, suits, levies, attachments or governmental or administrative agency proceedings pending or, to the best knowledge of Shareholders, threatened against or affecting the Assets or the transactions contemplated by this Agreement, nor are there any such actions pending or, to the best knowledge of Shareholders, threatened between Seller and any of its clients or insurance companies for which it acts as agent. F. Seller is, and has during the past five years been, in full compliance in all material respects with all licensing and other regulatory laws for the conduct of its present operations (including, without limitation, its property and casualty, personal lines and life businesses) and all of Seller's employees or agents who write any type of insurance for Seller (including the Shareholders) are and have been, in full compliance in all material respects with all licensing and other regulatory laws such that Seller and Shareholders have no liabilities of any nature related to any failure, whether intentional or inadvertent, to comply with any such laws and which may attach to, or affect the use of, the Assets in a materially adverse manner by the Buyer or HRH. Attached hereto as Schedule 6.F is a complete list of all insurance licenses held by Seller and all states in which it is qualified to transact business. G. Seller maintains errors and omissions coverage for all of its operations in amounts which it deems to provide adequate coverage; all such policies are described on Schedule 6.G (carrier, retrodate, claims made or occurrence policy, deductible and limits); and except as set forth on Schedule 6.G, neither Seller nor Shareholders have received any notice of any claim against Seller, its agents, employees or directors or any of the ShareholdersContemplated Transactions.