Common use of REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER. 5.1. The Company hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date, as follows: (i) it is free to enter into this Agreement; (ii) in so doing, it will not violate any other agreement to which it is a party; and (iii) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement. The Company hereby represents and warrants to the Seller that as of the Closing Date all necessary filings with the Securities and Exchange Commission related to this Agreement shall have been made and that such filings will comply in all material respects with the securities laws of the United States. 5.2. Seller hereby represents and warrants to the Company as of the date hereof and as of the Closing Date, as follows: (a) immediately prior to the closing of each sale pursuant to this Agreement, Seller or its applicable designees will have all rights, title and interest in and to the Shares being sold, (b) any Shares sold by Seller and its designees under this Agreement will be owned by Seller or its applicable designee free and clear of all liens and encumbrances, and upon receipt of such Shares the purchaser of such Shares will have all rights, title and interest in and to such shares, (c) it is free to enter into this Agreement; (d) in so doing, it will not violate any other agreement to which it is a party; and (e) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER. 5.1The Company and Seller hereby jointly and severally represent and warrant to Purchaser as follows: (a) The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Illinois and is qualified to conduct business and is in good standing, each other jurisdiction on which the character of its properties or the nature of its business requires such qualification, except where the failure to qualify would not have, individually or in the aggregate, any material adverse effect on the assets, properties, financial condition, operating results or business of the Company or prevent the consummation of the transactions contemplated hereby (any such effect being referred to herein as a "Material Adverse Effect"). The Company hereby represents has the requisite corporate power to own properties owned by it and warrants to conduct business as now being conducted by it and as proposed to be conducted by it (as disclosed to Purchaser), and possesses all governmental and other permits, licenses and other authorizations to own its properties as now owned and to conduct its businesses as now conducted and as presently contemplated to be conducted, except where the Seller failure to hold such permit or license would not have a Material Adverse Effect. The Company has furnished counsel to Purchasers with true, correct and complete copies of its Charter, as amended to date (the "Charter") and By-Laws, as amended to date (the "By-Laws"). (b) Except as set forth in Schedule 4(b) hereto, each of the date hereof Company's subsidiaries, ICF Communication Solutions, Inc., a California corporation, and Complete Communications, Inc., a California corporation (the "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with requisite corporate power to own properties owned by it and to conduct business as now being conducted by it and as proposed to be conducted by it (as disclosed to Purchaser), and possesses all governmental and other permits, licenses and other authorizations to own its properties as now owned and to conduct its businesses as now conducted, except where the failure to hold such permit or license would not have a Material Adverse Effect. The Subsidiaries are the only subsidiaries, direct or indirect, of the Closing Date, as follows: Company. (ic) it is free The Company has all requisite corporate power to enter into this Agreement; . The Company has the corporate power, including having obtained all necessary consents and authorizations as required under Section 11.75 of the Illinois Business Corporation Act of 1983, to carry out and perform its obligations under the terms of (i) this Agreement, (ii) the Contribution Agreement, described in so doingSection 6(d)(vi) hereof, it will not violate any other agreement to which it is a party; by and between the Company and Seller (the "Contribution Agreement") in the form attached hereto as Exhibit B, (iii) it has taken all the Option Agreement, described in Section 6(d)(vii) hereof, by and between the Company and Purchaser (the "Option Agreement") in the form attached hereto as Exhibit C, (iv) the Stockholders Agreement, described in Section 6(d)(viii) hereof by and among the Company, Purchaser and the other stockholders set forth in the stockholders agreement (the "Stockholders Agreement") in the form attached hereto as Exhibit D, (v) the Senior Note, Loan Agreement and Guaranty, described in Section 6(d)(x) hereof (collectively, the "Loan Restructure Agreements"), in the forms attached hereto in Exhibit F and (vi) the Registration Rights Agreement, described in Section 6(d)(xi) hereof, by and between the Company and certain stockholders of the Company (the "Registration Rights Agreement") in the form attached hereto as Exhibit G. The Contribution Agreement, the Option Agreement, the Stockholders Agreement, the Loan Restructure Agreements and the Registration Rights Agreement are referred to collectively herein as the "Related Agreements." (d) The authorized capital stock of the Company immediately prior to the Closing shall consist of 40,000,000 shares of Common Stock, of which (A) 20,054,946 shares (less 3,651,948 shares of Common Stock contributed to the Company by Seller on the date hereof ) shall have been validly issued and shall be outstanding, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, (B) 3,651,948 shares shall have been duly reserved initially for issuance upon exercise of currently outstanding warrants of the Company, (C) 306,666 shares shall have been duly reserved initially for issuance upon exercise of Currently outstanding warrants of the Company issued in connection with its July 1998 private placement and (D) 7,000,000 shares shall have been duly reserved initially for issuance upon conversion in the event of a payment default of outstanding indebtedness of the Company. Other than as disclosed in this Section 4(d) and in Schedule 4(d) hereto, there are no outstanding preemptive, conversion or other rights, options, warrants or agreements granted or issued by of binding on the Company for the purchase or acquisition of any shares of its capital stock; (i) All corporate action on the part of the Company and its directors and stockholders necessary to authorize be taken on or prior to the execution Closing for the authorization, execution, delivery and delivery performance by the Company of this Agreement and the performance Related Agreements and the consummation of its obligations under this Agreementthe transactions contemplated herein and therein has been of will be taken on or prior to the Closing. There is no action which the Company has failed to take that would inhibit the transactions contemplated hereby from being consummated. The Company hereby represents and warrants to the Seller that as of the Closing Date has obtained all necessary filings with the Securities consents and Exchange Commission related to this Agreement shall have been made and that such filings will comply in all material respects with the securities laws of the United States. 5.2. Seller hereby represents and warrants to the Company authorizations as of the date hereof and as of the Closing Date, as follows: (a) immediately prior to the closing of each sale pursuant to this Agreement, Seller or its applicable designees will have all rights, title and interest in and to the Shares being sold, (b) any Shares sold by Seller and its designees required under this Agreement will be owned by Seller or its applicable designee free and clear of all liens and encumbrances, and upon receipt of such Shares the purchaser of such Shares will have all rights, title and interest in and to such shares, (c) it is free to enter into this Agreement; (d) in so doing, it will not violate any other agreement to which it is a party; and (e) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this AgreementSection

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER. 5.16.1. The Company hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date, as follows: (i) it is free to enter into this Agreement; (ii) in so doing, it will not violate any other agreement to which it is a party; and (iii) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; (iv) all amounts required to pay the Option Price will be delivered to the Escrow Agent on the closing of the Acquisition, (v) the Company is in good standing in its jurisdiction of formation, and (vi) this Agreement is the valid and binding obligation of the Company and AutoChina, enforceable against the Company and AutoChina, respectively, in accordance with its terms. The Company hereby represents and warrants to the Seller that as of the Closing Date all necessary filings with the Securities and Exchange Commission related to this Agreement shall have been made and that such filings will comply in all material respects with the securities laws of the United States. 5.26.2. Seller hereby represents and warrants to the Company as of the date hereof and as of the Closing Date, as follows: (a) immediately prior to the closing of each sale pursuant to this Agreement, Seller or its applicable designees will have all rights, title and interest in and to the Shares being sold, (b) any Shares sold by Seller and its designees under this Agreement will be owned by Seller or its applicable designee free and clear of all liens and encumbrances, and upon receipt of such Shares the purchaser of such Shares will have all rights, title and interest in and to such shares, (c) it is free to enter into this Agreement; (d) in so doing, it will not violate any other agreement to which it is a party; and (e) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER. 5.16.1. The Company hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date, as follows: (i) it is free to enter into this Agreement; (ii) in so doing, it will not violate any other agreement to which it is a party; and (iii) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; (iv) all amounts required to pay the Option Price will be delivered to the Escrow Agent on the closing of the Acquisition, (v) the Company is in good standing in its jurisdiction of formation, and (vi) this Agreement is the valid and binding obligation of the Company and AutoChina, enforceable against the Company and AutoChina, respectively, in accordance with its terms. The Company hereby represents and warrants to the Seller that as of the Closing Date all necessary filings with the Securities and Exchange Commission related to this Agreement shall have been made and that such filings will comply in all material respects with the securities laws of the United States. 5.26.2. Seller hereby represents and warrants to the Company as of the date hereof and as of the Closing Date, as follows: (a) immediately prior to the closing of each sale pursuant to this Agreement, Seller or its applicable designees will have all rights, title and interest in and to the Shares being sold, (b) any Shares sold by Seller and its designees under this Agreement will be owned by Seller or its applicable designee free and clear of all liens and encumbrances, and upon receipt of such Shares the purchaser of such Shares will have all rights, title and interest in and to such shares, (c) it is free to enter into this Agreement; (d) in so doing, it will not violate any other agreement to which it is a party; and (e) it has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement.