WARRANTIES AND REPRESENTATIONS OF THE SELLERS. The Sellers hereby warrant and represent to the Buyer, which warranties and representations shall survive the Closing for the periods, and subject to the limitations, set forth in Article X, below, that, except as set forth in the Disclosure Schedules, the following statements are true and correct as of the date hereof (except those representations and warranties which address matters as of or for a particular date or time period, which statements shall be true and correct only as of such date or for such time period):
WARRANTIES AND REPRESENTATIONS OF THE SELLERS. (A) Seller warrants that it is a corporation, duly organized, existing and in good standing under the laws of the State of Oklahoma. Seller warrants and represents that it has taken all necessary corporate action, including, but not limited to, binding resolutions of all of its directors to enter into this agreement and to carry out the terms and conditions thereof. Seller warrants that it is the sole owner of the assets to be conveyed under the terms of this agreement and has sole authority to make such conveyance.
(B) The Seller warrants and represents that it has received insurance sales commissions, excluding profit sharing commissions and brokered policies commissions, of at least Three Hundred Six Thousand Dollars ($306,000.00), for the twelve (12) month period ending June 30, 1999.
(C) The Seller warrants and represents that it is the sole and legitimate owner of the general insurance agency assets to be purchased and sold pursuant to this agreement.
(D) The Seller warrants and represents that it currently has an errors and omissions insurance policy in force and that a "tail" policy will be or has been purchased which provides for continuing errors and omissions insurance coverages, and will provide Purchaser with proof of such coverage upon request.
WARRANTIES AND REPRESENTATIONS OF THE SELLERS. (a) If Seller is a corporation duly organized, existing and in good standing under the laws of the State of California and Seller warrants and represents that it has taken all necessary action and has the requisite authority, including, but not limited to, binding resolutions/actions of all of its directors and shareholders/members to enter into this Agreement and to carry out the terms and conditions thereof.
(b) The Seller warrants and represents that it has received sales commissions in connection with the Policies, excluding
(i) profit sharing commissions,
(ii) vested producer commissions,
(iii) life and/or health insurance commissions,
(iv) policy fees, and
(v) brokered policies commissions (which shall not be interpreted to include Policies written through Goldrush Insurance Services, Inc.), of at least One Million Five Hundred Thirty-nine Thousand Seven Hundred and No/100 Dollars ($1,539,700), for the twelve (12) month period ending February 28, 2006. This figure represents the amount Seller has booked in their financial statements for the period of March 1, 2005 to February 28, 2006 in accordance with GAAP. The Seller warrants and represents that, in connection with the Policies, it has received policy fees (which for the purposes of this Agreement shall be deemed to include but not be limited to all copy fees, administrative fees, consulting fees, broker fees, specialty fees, MVR fees, application fees, etc.) of at least Zero and No/100 Dollars ($0000), for the twelve (12) month period ending February 28, 2006. The Seller warrants and represents that it has provided (or will provide by April 17, 2006) accurate and complete third party documents containing commissions information and that an affidavit, a copy of which is attached hereto as Exhibit D, has been executed (or will be executed simultaneously at the time such third party documentation is provided) and attached to said documents. The Seller further warrants and represents that it has provided (or will provide by April 17, 2006) accurate and complete documentation requested by Purchaser with regard to such policy fees represented. Furthermore, prior to closing Seller agrees to notify Purchaser immediately if it becomes aware of any circumstances which would reduce the amounts warranted or represented in this paragraph 10(b) or would make the documents provided with Exhibit D unreliable for forecasting future commissions, including without limitation: (a) the actual or pending cancellation ...
WARRANTIES AND REPRESENTATIONS OF THE SELLERS. (A) Seller has furnished Purchaser statements of its accounts current for the insurance companies with which he/she does business for the 12 month period ending April 30, 1999. Seller warrants that these statements are true and correct. Seller further warrants and represents that Sellers received commissions in the amount of One Hundred Thirty Eight Thousand Eight Hundred Fifty Two Dollars ($138,852) for the 12 month period ending April 30, 1999.
(B) The Seller warrants and represents that it is the sole and legitimate owner of the general insurance agency assets to be purchased and sold pursuant to this agreement.
(C) The Seller warrants and represents that it currently has an errors and omissions insurance policy in force and that a "tail" policy will be or has been purchased which provides for continuing errors and omissions insurance coverages for actions occurring prior to the closing. Seller will provide Purchaser with proof of such coverage upon request.
WARRANTIES AND REPRESENTATIONS OF THE SELLERS. The Sellers warrant and represent to the Purchaser as follows:
WARRANTIES AND REPRESENTATIONS OF THE SELLERS. Individual Warranties and Representations of the Sellers . 7 4.1.1.
WARRANTIES AND REPRESENTATIONS OF THE SELLERS. (A) If Seller is a corporation, then Seller warrants that it is duly organized, existing and in good standing under the laws of the State of Missouri and Seller warrants and represents that it has taken all necessary corporate action, including, but not limited to, binding resolutions of all of its directors to enter into this agreement and to carry out the terms and conditions thereof.
(B) The Seller warrants and represents that it has received insurance sales commissions, excluding profit sharing commissions and brokered policies commissions, of at least One Hundred Seventy Nine Thousand Dollars ($179,000.00), for the twelve (12) month period ending July 31, 1999. The Seller warrants and represents that it has provided accurate and complete third party documents from which Purchaser can independently verify said commissions.
(C) The Seller warrants and represents that it is the sole and legitimate owner of the general insurance agency assets to be purchased and sold pursuant to this agreement.
(D) The Seller warrants and represents that it currently has an errors and omissions insurance policy in force and that a "tail" policy will be or has been purchased which provides for continuing errors and omissions insurance coverages, and will provide Purchaser with proof of such coverage upon request.
(E) The Seller warrants and represents that it has fully disclosed to Purchaser in writing all of the oral and verbal agreements that it currently has, or has had during the past twelve (12) months, with licensed producers, representatives and agents.
WARRANTIES AND REPRESENTATIONS OF THE SELLERS. Each of the Sellers hereby represents and warrants to the Purchaser on the date hereof and on the Closing Date that:
WARRANTIES AND REPRESENTATIONS OF THE SELLERS. 4.1 Warranties and Representations Regarding the Company
4.2 Warranties and Representations Regarding the Sellers
4.3 Disclaimer of Other Representations and Warranties
WARRANTIES AND REPRESENTATIONS OF THE SELLERS. (A) Seller warrants that it is a corporation, duly organized, existing and in good standing under the laws of the State of Oklahoma. Seller warrants and represents that it has taken all necessary corporate action, including, but not limited to, binding resolutions of all of its directors to enter into this agreement and to carry out the terms and conditions thereof.
(B) The Seller warrants and represents that it has received insurance sales commissions, excluding profit sharing commissions and brokered policies commissions, of at least Two Hundred Five Thousand Dollars ($205,000.00), for the twelve (12) month period ending April 30, 1999.
(C) The Seller warrants and represents that it is the sole and legitimate owner of the general insurance agency assets to be purchased and sold pursuant to this agreement.
(D) The Seller warrants and represents that it currently has an errors and omissions insurance policy in force and that a "tail" policy will be or has been purchased which provides for continuing errors and omissions insurance coverages, and will provide Purchaser with proof of such coverage upon request.
