REPRESENTATIONS OF SELLER AND ACQUIREE Sample Clauses

REPRESENTATIONS OF SELLER AND ACQUIREE. Seller hereby represents and warrants, to the extent of the facts known to Seller and Acquiree, that, effective this date and the Closing Date, the representations listed below are true and correct. 4.1 Seller is the sole owner of one thousand (1,000) of the common shares issued and outstanding Shares of Acquiree; such Acquiree Shares are free from claims, liens or other encumbrances; and Seller has the unqualified right to transfer and dispose of such shares. 4.2 The Sale Shares constitute validly issued shares of Acquiree fully-paid and nonassessable. 4.3 Acquiree has previously furnished unaudited financial statements dated December 31, 1996 (see separate Disclosure Schedule). The financial statements are substantially correct and complete and has been prepared in conformity with generally accepted accounting principles applied on a consistent basis. The financial statement presents fairly the financial condition of Acquiree of the respective dates of said balance sheets and the results of operations for the respective periods indicated in said statements of income and retained earnings and, in the case of each such interim statement, is subject to year-end adjustments consistent with past practice. 4.4 To the best of Seller's knowledge, there are no actions, suits, proceedings or investigations (whether or not purportedly on behalf of Acquiree) pending or threatened against or affecting Acquiree, at law, or in equity or admiralty, or before or by any federal, state, municipal or other governmental department, commission, board, bureau agency or instrumentality, domestic or foreign, which involve the likelihood of any adverse judgment of liability, not fully covered by insurance, in excess of $5,000.00 in any one case or $10,000.00 in the aggregate, or which may result in any material adverse change aside from the monetary adverse judgment or liability) in the business, operations, properties or assets or in the condition, financial or otherwise, of Acquiree. To the best of Seller's knowledge, Acquiree is not in default with respect to any order, writ, injunction or decree of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. 4.5 Acquiree has, to its best knowledge, complied in all material respects with all laws, regulations and judicial or administrative tribunal orders applicable to its business of which it is aware except as previously disclosed to Buyer...