REPRESENTATIONS AND WARRANTIES OF THE EXISTING SHAREHOLDERS. Each of the Existing Shareholders severally represents and warrants to the Investor, the other Shareholders and the Company that:
REPRESENTATIONS AND WARRANTIES OF THE EXISTING SHAREHOLDERS. 2 3.1 Corporate Organization and Standing.............................................................2 3.2 Authorization...................................................................................3 3.3 No Conflict or Violation........................................................................3 3.4
REPRESENTATIONS AND WARRANTIES OF THE EXISTING SHAREHOLDERS. The Existing Shareholders, jointly and severally, represent and warrant to HDA as follows, except as set forth in a disclosure schedule ("Schedule") attached hereto and made a part hereof, the number of each Schedule corresponding to the Section number to which it refers:
REPRESENTATIONS AND WARRANTIES OF THE EXISTING SHAREHOLDERS. 3 3.1 Corporate Organization and Standing............................ 3 ----------------------------------- 3.2 Authorization.................................................. 4 ------------- 3.3 No Conflict or, Violation...................................... 4 -------------------------- 3.4 Capitalization of the Companies................................ 4 -------------------------------- 3.5 Title to Shares................................................ 5 --------------- 3.6 Facilities..................................................... 6 ---------- 3.7 Financial Statements........................................... 8 -------------------- 3.8 Books and Records.............................................. 9 ----------------- 3.9 Litigation..................................................... 9 ---------- 3.10 Licenses and Permits: Compliance with Laws..................... 9 ------------------------------------------ 3.11 Tax Matters.................................................... 10 ----------- 3.12 Brokers, Finders............................................... 11 ---------------- 3.13 Absence of Certain Changes..................................... 11 -------------------------- 3.14 Material Contracts............................................. 15 ------------------ 3.15 Proprietary Rights............................................. 16 ------------------ 3.16 Labor Matters.................................................. 18 ------------- 3.17 Consents....................................................... 18 -------- 3.18 Employee Benefit Plans: Employment Agreements.................. 18 --------------------------------------------- 3.19 Compliance with Environmental Laws............................. 21 ---------------------------------- 3.20 Certain Business Relationships with the Company................ 25 ----------------------------------------------- 3.21 Undisclosed Liabilities........................................ 25 ----------------------- 3.22 Insurance...................................................... 25 --------- 3.23 Accounts Receivable............................................ 26 ------------------- 3.24 Inventory...................................................... 26 --------- 3.25 Payments....................................................... 26 -------- 3.26 Customers...................................................... 27 --------- 3.27 Computer Systems............................................... 27 --------------...
REPRESENTATIONS AND WARRANTIES OF THE EXISTING SHAREHOLDERS. The Existing Tisco Shareholder with respect to Tisco, and the Existing Redding Shareholders, jointly and severally with respect to Redding, represent and warrant to Holdings and HDA as follows, except as set forth in a disclosure schedule ("Schedule") attached hereto and made a part hereof, the number of each Schedule corresponding to the Section number to which it refers:
REPRESENTATIONS AND WARRANTIES OF THE EXISTING SHAREHOLDERS. Each Existing Shareholder hereby represents and warrants to each other Existing Shareholder as follows:
(a) such Existing Shareholder is a legal entity, duly incorporated or organized or registered, as the case may be, and validly existing under the laws of its jurisdiction of incorporation, organization or registration;
(b) such Existing Shareholder has all requisite corporate power and authority to execute, deliver and perform this Agreement, and this Agreement has been duly authorized and approved by all required action of such Existing Shareholder;
(c) such Existing Shareholder has obtained all consents, approvals, permits or licenses from applicable Governmental Authorities that are necessary for its execution, delivery and performance of this Agreement pursuant to any laws or regulations applicable to such Existing Shareholder;
(d) such Existing Shareholder has duly executed and delivered this Agreement and this Agreement constitutes a valid and binding obligation of such Existing Shareholder, enforceable against such Existing Shareholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law);
(e) such Existing Shareholder's execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby will not (i) violate, conflict with or result in a breach of or default under any provision of any organizational document governing or relating to such Existing Shareholder, (ii) violate or conflict with any statute, regulation, judgment, order, writ, decree, injunction or other restriction applicable to such Existing Shareholder or by which any of its properties may be bound, (iii) violate or conflict with
REPRESENTATIONS AND WARRANTIES OF THE EXISTING SHAREHOLDERS. The Existing Shareholders, jointly and severally, represent and warrant to FleetPride as follows, except as set forth in a disclosure schedule ("Schedule") attached hereto and made a part hereof, the number of each Schedule corresponding to the Section number to which it refers:
REPRESENTATIONS AND WARRANTIES OF THE EXISTING SHAREHOLDERS. Each of the Existing Shareholders and the Company hereby represents and warrants to each of the Investors that the representations and warranties set forth in Appendix ● 6.1 are true and accurate in all material respects both as of the date of this Agreement and the Closing Date.
REPRESENTATIONS AND WARRANTIES OF THE EXISTING SHAREHOLDERS. Each of the Existing Shareholders represents and warrants as applicable (severally as to itself only and not jointly) to the Company on the date hereof and on the Closing Date that: 4.1 Title to Shares Such Existing Shareholder has good and marketable title to the Existing Shares which are to be transferred to the Company by such Existing Shareholder pursuant hereto, free and clear of any and all Liens.
REPRESENTATIONS AND WARRANTIES OF THE EXISTING SHAREHOLDERS
