Survival of Authorizations. EACH SELLER INTENDS FOR THE AUTHORIZATIONS AND AGREEMENTS IN THE FOREGOING SECTIONS OF THIS ARTICLE 11 TO REMAIN IN FORCE AND NOT BE AFFECTED IF SUCH SELLER SUBSEQUENTLY BECOMES MENTALLY OR PHYSICALLY DISABLED, INCOMPETENT, OR INCAPACITATED, DOES HEREBY AUTHORIZE SUCH RECORDINGS AND FILINGS HEREOF AS THE SELLERS’ REPRESENTATIVE MAY DEEM APPROPRIATE, AND DOES HEREBY DIRECT THAT NO POSTING OF A SURETY BOND SHALL BE REQUIRED. [Signature pages follow.]
Survival of Authorizations. EACH EQUITY HOLDER INTENDS FOR THE AUTHORIZATIONS AND AGREEMENTS IN THE FOREGOING SECTIONS OF THIS ARTICLE XV TO REMAIN IN FORCE AND NOT BE AFFECTED IF SUCH EQUITY HOLDER SUBSEQUENTLY BECOMES MENTALLY OR PHYSICALLY DISABLED, INCOMPETENT, OR INCAPACITATED, DOES HEREBY AUTHORIZE SUCH RECORDINGS AND FILINGS HEREOF AS THE EQUITY HOLDERS’ REPRESENTATIVE MAY DEEM APPROPRIATE, AND DOES HEREBY DIRECT THAT NO POSTING OF A SURETY BOND SHALL BE REQUIRED.
Survival of Authorizations. EACH SELLER (A) INTENDS FOR THE AUTHORIZATIONS AND AGREEMENTS IN THIS AGREEMENT TO REMAIN IN FORCE IF HE SUBSEQUENTLY BECOMES MENTALLY OR PHYSICALLY DISABLED OR INCOMPETENT, (B) DOES HEREBY AUTHORIZE SUCH RECORDINGS AND FILINGS OF THIS AGREEMENT AS ANY PERSON DEEMS APPROPRIATE AND (C) DOES HEREBY DIRECT THAT NO FILING OF ANY ACCOUNTING OR POSTING OF A SURETY BOND SHALL BE REQUIRED OF ANY PERSON SERVING AS THE SELLERS' REPRESENTATIVE. [Balance of this page intentionally left blank] IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written. BUYER: CASA OLE' RESTAURANTS, INC. By: /s/ Xxxxx X. Xxxxx Title: Vice President and Chief Financial Officer THE COMPANY: MONTEREY'S ACQUISITION CORP. By: /s/ Xxxx X. Xxxxxxxxxx Title: Secretary RIVER II, L.P. By: /s/ Xxx X. Xxxxxx Title: President, River Associates, LLC, as General Partner BHC ACQUISITION CORP. By: /s/ Xxxxxxx X. Xxxxx Title: Chief Executive Officer /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx JCB VENTURE PARTNERSHIP III By: /s/ Xxxxxx X. Xxxxxxxxx Title: Partner X.X. XXXXXXXX & CO., LLC By: /s/ Xxxxx Xxxxxx Title: Managing Partner /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx /s/ Xxx Xxxxxx Xxx Xxxxxx /s/ Xxxxx X. Xxxxx, Trustee Trustee for the Xxxxx X. Xxxxx Profit Sharing Plan /s/ Xxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx /s/ Xxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx LIST OF SCHEDULES Set Forth in Disclosure Statement Schedule 1.1 Outstanding Senior Debt and Subordinated Debt Schedule 1.2 Baytown Budget Schedule 2.2 Organization, Existence and Good Standing Schedule 2.3 Capital Stock Schedule 2.4 Subsidiaries Schedule 2.5 Financial Statements Schedule 2.6 Accounts Receivable Schedule 2.7 Permits Schedule 2.8 Tax Matters Schedule 2.9 Real and Personal Property Schedule 2.10 Real Property Leases Schedule 2.11 Environmental Matters Schedule 2.12 Contracts Schedule 2.13 Violations Schedule 2.14 Sellers' Consents Schedule 2.15 Litigation Schedule 2.17 Intellectual Property Schedule 2.18 Employee Benefits Schedule 2.19 Employee Matters Schedule 2.20 Insurance Schedule 2.21 Interest in Customers, Suppliers, Inc. Schedule 2.22 Business Relations Schedule 2.24 Bank Accounts Schedule 2.25 Absence of Certain Changes Schedule 2.27 Ownership of Company Shares Schedule 3.3 Buyer's Consents Schedule 4.1 Course of Conduct by the Company Schedule 10.15 Brokers and Agents ANNEX "A" --------- Number of Number of Company Shares Company Shares Name an...
Survival of Authorizations. EACH SELLER -------------------------- INDIVIDUAL INTENDS FOR THE AUTHORIZATIONS AND AGREEMENTS IN THE FOREGOING SECTIONS OF THIS ARTICLE XII TO REMAIN IN FORCE AND NOT BE AFFECTED IF SUCH SELLER INDIVIDUAL SUBSEQUENTLY BECOMES MENTALLY OR PHYSICALLY DISABLED OR INCOMPETENT, DOES HEREBY AUTHORIZE SUCH RECORDINGS AND FILINGS HEREOF AS A MEMBERS' REPRESENTATIVE MAY DEEM APPROPRIATE, AND DOES HEREBY DIRECT THAT NO FILING OF ACCOUNTS OR INVENTORIES OR POSTING OF A SURETY BOND SHALL BE REQUIRED.
Survival of Authorizations. EACH MEMBER INTENDS FOR THE AUTHORIZATIONS AND CONTRACTS IN THIS SECTION TO REMAIN IN FORCE AND NOT BE AFFECTED IF SUCH MEMBER SUBSEQUENTLY BECOMES MENTALLY OR PHYSICALLY DISABLED OR INCOMPETENT AS PROVIDED UNDER OREGON LAW, DOES HEREBY AUTHORIZE SUCH RECORDINGS AND FILINGS HEREOF AS A HOLDER MAY DEEM APPROPRIATE, AND DOES HEREBY DIRECT THAT NO POSTING OF A SURETY BOND SHALL BE REQUIRED. All powers granted to the Member Representative under this Agreement shall survive the Closing of this Agreement. 36 37
Survival of Authorizations. Each Stockholder or Optionee intends for the authorizations and agreements in the foregoing sections of this Power of Attorney to remain in force and not be affected if such Stockholder or Optionee subsequently becomes mentally or physically disabled or incompetent, does hereby authorize such recordings and filings hereof as the Attorney in Fact may deem appropriate, and does hereby direct that no filing of accounts or inventories or posting of a surety bond shall be required. By: ---------------------------------- John A. Koegel, Attorney-in-Fact XXXXXXXXXXR/OPTIONEE By: ----------------------------------- Printed Name:
Survival of Authorizations. THE AUTHORIZATION AND AGREEMENTS IN THIS -------------------------- AGREEMENT SHALL REMAIN IN FORCE IF ANY STOREHOUSE SHAREHOLDER SUBSEQUENTLY BECOMES MENTALLY OR PHYSICALLY DISABLED OR INCOMPETENT. SUCH RECORDINGS AND FILINGS OF THIS AGREEMENT MAY BE MADE AS ANY PERSON DEEMS APPROPRIATE. NO FILING OF ANY INVENTORY OR POSTING OF A SURETY BOND SHALL BE REQUIRED OF ANY PERSON IN CONNECTION WITH THIS ARTICLE 9.
Survival of Authorizations. EACH SELLER INTENDS FOR THE AUTHORIZATIONS AND AGREEMENTS IN THE FOREGOING SECTIONS OF THIS SECTION 17 TO REMAIN IN FORCE AND NOT BE AFFECTED IF SUCH SELLER SUBSEQUENTLY BECOMES MENTALLY OR PHYSICALLY DISABLED, INCOMPETENT OR INCAPACITATED, DOES HEREBY AUTHORIZE SUCH RECORDINGS AND FILINGS HEREOF AS THE SELLERS' REPRESENTATIVE MAY DEEM APPROPRIATE, AND DOES HEREBY DIRECT THAT NO FILING OF ACCOUNTS OR INVENTORIES OR POSTING OF A SURETY BOND SHALL BE REQUIRED.
Survival of Authorizations. EACH SELLER (A) INTENDS FOR THE AUTHORIZATIONS AND AGREEMENTS IN THIS AGREEMENT TO REMAIN IN FORCE IF HE SUBSEQUENTLY BECOMES MENTALLY OR PHYSICALLY DISABLED OR INCOMPETENT, (B) DOES HEREBY AUTHORIZE SUCH RECORDINGS AND FILINGS OF THIS AGREEMENT AS ANY PERSON DEEMS APPROPRIATE AND (C) DOES HEREBY DIRECT THAT NO FILING OF ANY ACCOUNTING OR POSTING OF A SURETY BOND SHALL BE REQUIRED OF ANY PERSON SERVING AS THE SELLERS' REPRESENTATIVE.
