Common use of REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. Seller and Shareholders, jointly and severally, hereby represent and warrant to the Buyer and HRH as follows: A. Except as set forth in Schedule 6.A, Seller has good and marketable title to, and owns, the Assets to be sold, assigned and transferred hereunder, and the Assets are, or will be as of the Effective Date, free and clear from any and all judgments, mortgages, pledges, liens, conditional sales agreements, security interest, options or other encumbrances or claims of every nature and kind whatsoever, other than liens on any Assets transferred subject to any Assumed Liabilities. B. Seller is a corporation duly organized, validly existing and in good standing as a domestic corporation under the laws of the State of Delaware; Seller possesses all necessary corporate power to enter into this Agreement and to consummate the transactions contemplated hereby; the Shareholders and Board of Directors of Seller have taken, or will have taken by the Closing Date, all necessary corporate actions to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and except as set forth on Schedule 6.B, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will breach or violate any provision of Seller's certificate of incorporation or bylaws, any statute or ordinance, or any material contract, agreement or other instrument to which Seller is a party or by which it is bound. C. Except as set forth on Schedule 6.C, no notice, report or other filing is required to be submitted to, and no consent, approval or authorization is required to be received from, any governmental authority or other person or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder, except where failure to do so will not have a material adverse effect. D. Seller is not in default under any material agreement which is being assigned to Buyer hereunder. E. Except as set forth on Schedule 6.E, there are no judgments, actions, suits, levies, attachments or governmental or administrative agency proceedings pending or, to the best knowledge of Shareholders, threatened against or affecting the Assets or the transactions contemplated by this Agreement, nor are there any such actions pending or, to the best knowledge of Shareholders, threatened between Seller and any of its clients or insurance companies for which it acts as agent. F. Seller is, and has during the past five years been, in full compliance in all material respects with all licensing and other regulatory laws for the conduct of its present operations (including, without limitation, its property and casualty, personal lines and life businesses) and all of Seller's employees or agents who write any type of insurance for Seller (including the Shareholders) are and have been, in full compliance in all material respects with all licensing and other regulatory laws such that Seller and Shareholders have no liabilities of any nature related to any failure, whether intentional or inadvertent, to comply with any such laws and which may attach to, or affect the use of, the Assets in a materially adverse manner by the Buyer or HRH. Attached hereto as Schedule 6.F is a complete list of all insurance licenses held by Seller and all states in which it is qualified to transact business. G. Seller maintains errors and omissions coverage for all of its operations in amounts which it deems to provide adequate coverage; all such policies are described on Schedule 6.G (carrier, retrodate, claims made or occurrence policy, deductible and limits); and except as set forth on Schedule 6.G, neither Seller nor Shareholders have received any notice of any claim against Seller, its agents, employees or directors or any of the Shareholders.

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. Seller 3.1 ORGANIZATION AND GOOD STANDING (a) Schedule 3.1(a) contains a complete and Shareholders, jointly accurate list of Seller’s jurisdiction of incorporation and severally, hereby represent and warrant any other jurisdictions in which it is qualified to the Buyer and HRH do business as follows: A. Except as set forth in Schedule 6.A, Seller has good and marketable title to, and owns, the Assets to be sold, assigned and transferred hereunder, and the Assets are, or will be as of the Effective Date, free and clear from any and all judgments, mortgages, pledges, liens, conditional sales agreements, security interest, options or other encumbrances or claims of every nature and kind whatsoever, other than liens on any Assets transferred subject to any Assumed Liabilities. B. a foreign corporation. Seller is a corporation duly organized, validly existing and in good standing as a domestic corporation under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the State properties and assets that it purports to own or use, and to perform all its obligations under the Seller Contracts. Seller is duly qualified to do business as a foreign corporation and is in good standing under the laws of Delawareeach state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. (b) Complete and accurate copies of the Governing Documents of Seller, as currently in effect, are attached to Schedule 3.1(b). Exhibit 10(a) (c) Seller has no Subsidiary and, except as disclosed in Schedule 3.1(c), does not own any shares of capital stock or other securities of any other Person. 3.2 ENFORCEABILITY; AUTHORITY; NO CONFLICT (a) This Agreement constitutes the legal, valid and binding obligation of Seller possesses and each Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller and Shareholders of the Employment Agreement, the Noncompetition Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholders at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of each of Seller and the Shareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary corporate power action by Seller’s shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s Closing Documents to consummate the transactions contemplated hereby; the Shareholders which such Shareholder is a party and Board of Directors of Seller have taken, or will have taken by the Closing Date, all necessary corporate actions to authorize the execution perform his obligations hereunder and delivery of this Agreement and the consummation of the transactions contemplated hereby; and except thereunder. (b) Except as set forth on in Schedule 6.B3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated hereby will breach Contemplated Transactions will, directly or violate indirectly (with or without notice or lapse of time): (i) Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or the shareholders of Seller's certificate ; (ii) Breach or give any governmental body or other Person the right to challenge any of incorporation the Contemplated Transactions or bylaws, to exercise any statute remedy or ordinanceobtain any relief under any Legal Requirement or any Order to which Seller or either Shareholder, or any material contractof the Assets, agreement may be subject; (iii) contravene, conflict with or other instrument result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to which revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller is or that otherwise relates to the Assets or to the business of Seller; (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax; (v) Breach any provision of, or give any Person the right to declare a party default or by which it is boundexercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (vii) result in any shareholder of the Seller having the right to exercise dissenters’ appraisal rights. C. (c) Except as set forth on in Schedule 6.C3.2(c), no notice, report or other filing neither Seller nor any Shareholder is Exhibit 10(a) required to be submitted to, and no consent, approval give any notice to or authorization is required to be received from, obtain any governmental authority or other person or entity Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of the transactions contemplated hereunder, except where failure to do so will not have a material adverse effect. D. Seller is not in default under any material agreement which is being assigned to Buyer hereunder. E. Except as set forth on Schedule 6.E, there are no judgments, actions, suits, levies, attachments or governmental or administrative agency proceedings pending or, to the best knowledge of Shareholders, threatened against or affecting the Assets or the transactions contemplated by this Agreement, nor are there any such actions pending or, to the best knowledge of Shareholders, threatened between Seller and any of its clients or insurance companies for which it acts as agent. F. Seller is, and has during the past five years been, in full compliance in all material respects with all licensing and other regulatory laws for the conduct of its present operations (including, without limitation, its property and casualty, personal lines and life businesses) and all of Seller's employees or agents who write any type of insurance for Seller (including the Shareholders) are and have been, in full compliance in all material respects with all licensing and other regulatory laws such that Seller and Shareholders have no liabilities of any nature related to any failure, whether intentional or inadvertent, to comply with any such laws and which may attach to, or affect the use of, the Assets in a materially adverse manner by the Buyer or HRH. Attached hereto as Schedule 6.F is a complete list of all insurance licenses held by Seller and all states in which it is qualified to transact business. G. Seller maintains errors and omissions coverage for all of its operations in amounts which it deems to provide adequate coverage; all such policies are described on Schedule 6.G (carrier, retrodate, claims made or occurrence policy, deductible and limits); and except as set forth on Schedule 6.G, neither Seller nor Shareholders have received any notice of any claim against Seller, its agents, employees or directors or any of the ShareholdersContemplated Transactions.

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. Seller and Shareholders--------------------------------------------------------- the Shareholders each, jointly and severally, hereby represent and warrant to the Buyer Purchaser and HRH as follows: A. Except as set forth in Schedule 6.AIssuer, Seller has good all of which representations and marketable title to, and owns, the Assets to warranties shall be sold, assigned and transferred hereunder, and the Assets are, or will be true as of the Effective Date and as of the Closing Date, free and clear shall survive the Closing for a period of three (3) years from any and all judgmentsthe Closing Date, mortgages, pledges, liens, conditional sales agreements, security interest, options or other encumbrances or claims of every nature and kind whatsoever, other than liens on any Assets transferred subject to any Assumed Liabilities.the following: B. (a) Seller is a corporation duly organized, organized and validly existing and in good standing as a domestic corporation under the laws of the State of Delaware; Seller possesses all necessary Delaware and has the corporate power to enter own its property and carry on its business as and where it is now being conducted. Schedule 2(a) sets forth each jurisdiction in which the nature of -------- ---- the business conducted by Seller or the assets owned by Seller would require Seller to qualify to do business as a foreign corporation. Except as set forth on Schedule 2(a), Seller does not own any capital stock, partnership interest, -------- ---- trust interest, loan, note, advance or other ownership of or investment in any other person or entity. Except as disclosed on Schedule 2(a), neither the -------- ---- Seller nor any Shareholder owns any shares of Issuer's Common Stock or securities convertible into Issuer's Common Stock. (b) The execution, delivery, and performance of this Agreement and to consummate the transactions contemplated hereby; other agreements set forth on Schedule 2(b) (the "Other Agreements") by Seller -------- ---- and Shareholders and Board of Directors have been duly authorized by all necessary action (corporate or otherwise) on the part of Seller and its shareholders, and this Agreement and the Other Agreements to which they are respective parties, have takenbeen duly executed and delivered and constitute legal, or will have taken by the Closing Datevalid, all necessary corporate actions to authorize and binding agreements of Seller and Shareholders, enforceable in accordance with their terms. (c) Except as set forth in Schedule 2(c), neither the execution and -------- ---- delivery of this Agreement and the consummation of the transactions contemplated hereby; and except as set forth on Schedule 6.BOther Agreements, neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated hereby or thereby, will (i) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any person or Governmental Entity (as defined in Section 2(f)) ------- ---- (other than any such requirements applicable only to Purchaser and Issuer), or (ii) result in the breach or violate violation of any term or provision of Seller's certificate of incorporation of, constitute a default under, or bylawsresult in the termination of, any statute right, privilege, license or ordinanceagreement of Seller or to which the Transferred Assets are subject, or any material contractloss or disadvantage to, agreement or other instrument the creation of a lien on, any of the Transferred Assets under any charter provision, bylaw, organizational or constituent document, agreement, mortgage, deed of trust, note, bond, license, lease, indenture, instrument, order, writ, judgment, injunction, decree, award, statute, law, rule or regulation to which Seller or the Shareholders are parties or that is a party otherwise applicable to Seller or by which it is boundthe Shareholders or any of the Transferred Assets. C. Except (d) The financial statements of the Seller audited by KPMG Peat Marwick, Certified Public Accountants, for the years ended December 31, 1993 and the nine months ended September 30, 1994; financial statements of the Seller prepared by Seller, for the years ended December 31, 1991 and 1992; and for the one (l) month period ended October 31, 1994, each attached hereto as set forth Schedule 2(d) -------- ---- (together, the "Financial Statements"), constitute true and correct statements as of such dates of the financial condition of Seller, and fairly present the financial position, assets, liabilities, revenues and expenses of Seller at the dates and for the periods indicated, and have been prepared in accordance with generally accepted accounting principles consistently applied. All expenses of Seller during the periods covered by the Financial Statements and any subsequent period until Closing have been appropriately recorded on Schedule 6.C, no notice, report the books and records of Seller and have not been paid directly or indirectly by Shareholders or any other filing is required person. The Shareholders have delivered or caused to be submitted todelivered to Seller all funds paid to them or any affiliate (as defined in Section 2(t)) by ------- ---- any third party with respect to the business of Seller since the Effective Date. Seller and Shareholders have taken all actions necessary in order to permit the purchase of the Transferred Assets to be accounted for by Purchaser and Issuer as a pooling of interests in accordance with Accounting Principles Board Opinion No. 15, the interpretative releases issued pursuant thereto, and no consent, approval or authorization is required to be received from, any governmental authority or other person or entity in connection with the execution and delivery of this Agreement or the consummation pronouncements of the transactions contemplated hereunderSecurities and Exchange Commission, except where failure and none of the Shareholders and Sellers have taken any action that would prevent such treatment or failed to do so will take any action that is necessary to permit such treatment, nor are any of them aware of any facts or circumstances that would prevent such treatment. (e) Since December 31, 1993, there has not have occurred or arisen, and the Seller has not suffered, a material adverse effectchange in the business of Seller and Seller has not engaged in any transaction that is illegal or not in the ordinary and usual course of its business consistent with past practice. D. Seller is not in default under any material agreement which is being assigned to Buyer hereunder. E. (f) Except as set forth on disclosed in Schedule 6.E2(f), there are no judgments, actions, suits, levies-------- ---- proceedings, attachments arbitrations or governmental or administrative agency proceedings investigations pending or, to the best knowledge of Seller and the Shareholders, threatened against Seller or affecting the business of Seller before any court, agency or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") or arbitrator, nor is any order, writ, judgment, injunction, or decree of any Governmental Entity outstanding against the Seller. The business of Seller is not being, and has not since its organization been, conducted in violation of any applicable law, ordinance, rule, regulation, judgment, writ, decree, injunction, or order of any Governmental Entity or arbitrator. (g) Seller has, and the ▇▇▇▇ of Sale with respect to the Transferred Assets will be sufficient to convey to Purchaser, good and indefeasible title to the Transferred Assets (including any trade names, trademarks, service marks and other names and marks included within the Transferred Assets), which Transferred Assets will be delivered to Purchaser free and clear of any and all liens, encumbrances or restrictions, other than any liens, encumbrances or restrictions reflected on Schedule 2(g). -------- ---- (h) Seller and Shareholders have timely filed with the appropriate governmental agencies, and in correct form, all federal, state and local tax returns, reports and estimates which were required to be filed by it and them for all periods in which such were due; its and their federal and state income tax returns have not been selected for examination, or been examined, by the Internal Revenue Service or other taxing authority; there are no unpaid assessments nor proposed assessments of additional federal or state income, franchise, sales or use taxes pending against Seller or Shareholders; and Seller and Shareholders have granted no extensions of any limitation periods with respect to its federal and state income tax returns. All taxes shown as due on filed federal, state and local tax returns have been paid or the liability therefor to their respective dates has been provided for in the financial statements for the periods ending September, 30, 1994 attached as Schedule 2(d) -------- ---- hereto, and all federal, state and local income or franchise taxes for periods subsequent to September 30, 1994 likewise have been paid or adequately accrued. All withholding and other employment and other taxes Seller is obligated to collect have been withheld or collected and if due have been duly paid over to the taxing authority. Seller has made all deposits required by law to be made with respect to employees' withholding and other employment taxes. There are no tax liens on any of the assets or properties of Seller or Shareholders, and Seller and Shareholders have not been notified of any audit or proposed adjustment of its or their filed returns by any federal, state or local taxing authority. Seller and Shareholders have delivered to Purchaser and Issuer true and correct copies of its and their federal, state and local income tax returns and all related correspondence and filings for the period commencing January 1, 1990 and ending on the Closing Date. On the date that Seller and Shareholders elected S Corporation status under the Code there existed no built-in gain as defined in Code Section 1374. (i) The inventories of Seller as reflected in the financial statements in Schedule 2(d) accurately reflect the value of such inventories at their -------- ---- respective dates, and there has been no change or diminution in value of the inventory as reflected in Seller's financial statements for the nine months ended September 30, 1994, except for changes resulting from operations in the ordinary course of business since that date. (j) Schedule 2(j) sets forth all (i) employment, severance, compensation, -------- ---- consulting, indemnification and other agreements (the "Employee Agreements") between the Seller and its present employees, officers, directors and consultants, and any employees, officers, directors and consultants terminated by Seller in the twelve months prior to the execution date hereof, (ii) agreements which provide for aggregate future payments by or to the Seller of more than $10,000 (other than purchase orders entered into in the ordinary course of business), (iii) agreements containing covenants limiting the freedom of the Seller to compete with any person in any line of business or in any area or territory, (iv) license agreements, (v) leases with respect to real property and (vi) each indenture, mortgage, note, lien, license, government registration, contract, lease, agreement or other instrument or obligation to which the Seller is a party which is material to the conduct of its business (collectively, the "Contracts"). True, complete and correct copies of all Contracts have previously been made available to Issuer and Purchaser. Seller and Shareholders have in all material respects performed all obligations to be performed by them under all contracts, agreements and commitments to which Seller and Shareholders are parties and that relate to the Transferred Assets or the transactions contemplated business conducted by this AgreementSeller therewith, including the Contracts, and there is not under any thereof any existing default or event of default or event that, with notice or lapse of time or both, would constitute a default or event of default by any of the parties thereto. (k) Seller has provided to Purchaser and Issuer in Schedule 2(k) a true and -------- ---- complete list of each bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee benefit plan, program, agreement or arrangement, maintained or contributed to or required to be contributed to by the Seller or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with the Seller would be deemed a "single employer" within the meaning of Section 4001 of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder ("ERISA"), for the benefit of any employee or former employee of the Seller or any ERISA Affiliate, whether formal or informal and whether legally binding or not (the "Plans"). No Plan is subject to Title IV of ERISA. Neither the Company nor any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional plan, program, agreement or arrangement or modify or change any existing Plan that would affect any employee or former employee of the Seller or any ERISA Affiliate. All records of benefits paid to or for the benefit of employees of Seller under the Plans since January 1, 1993 have been provided to Purchaser and Issuer and are there true and correct. Seller and Shareholders are not aware of any circumstance that would cause the expenses incurred by Purchaser after the Closing under any such actions pending Plans to exceed the amounts incurred since January 1, 1993. (l) Schedule 2(1) sets forth a complete list of all federal, state and ------------- local licenses, permits, authorizations and approvals (collectively, the "Permits') required for the conduct of Seller's business and operations conducted with the Transferred Assets. Seller is not in violation of any of the requirements for such Permits and all such Permits are in full force and effect. (m) Seller's relationships with its employees are good, Seller is presently in compliance with all applicable federal and state labor laws, regulations, and agreements, and there is not any pending, or to the knowledge of Seller and Shareholders threatened, labor grievance, strike, work stoppage, or other action by any employee or employees that could have a material adverse effect on the Transferred Assets or the business of Purchaser conducted therewith. The Seller is not bound by or subject to (and none of its properties or assets is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and, since January 1, 1989, no labor union has requested or, to the best knowledge of the Seller, has sought to represent any of the employees, representatives or agents of the Seller, nor is the Seller aware of any labor organization activity involving its employees. To the best knowledge of the Seller and the Shareholders, threatened between no officer or key employee of the Seller and has any of its clients plans to terminate his employment with the Seller or insurance companies for which it acts as agentrefuse to accept employment with Purchaser after Closing. F. Seller is, and has during the past five years been, in full compliance in all material respects with all licensing and other regulatory laws for the conduct of its present operations (including, without limitation, its property and casualty, personal lines and life businessesn) and all of Seller's employees or agents who write any type of insurance for Seller (including the Shareholders) are and have been, in full compliance in all material respects with all licensing and other regulatory laws such that Seller and Shareholders have no liabilities of any nature related to any failure, whether intentional or inadvertent, to comply with any such laws and which may attach to, or affect the use of, the Assets in a materially adverse manner by the Buyer or HRH. Attached hereto as Schedule 6.F is a complete list of all insurance licenses held by Seller and all states in which it is qualified to transact business. G. Seller maintains errors and omissions coverage for all of its operations in amounts which it deems to provide adequate coverage; all such policies are described on Schedule 6.G (carrier, retrodate, claims made or occurrence policy, deductible and limits); and except Except as set forth on Schedule 6.G2(n), neither as of September 30, 1994, the ------------- Seller nor Shareholders have received had no liabilities or obligations (absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise) material to the business of the Seller other than as disclosed on the audited balance sheet of the Seller as at September 30, 1994 delivered pursuant to Section 2(d). Except as set forth in ------------ Schedule 2(n), since December 31, l993, the Seller has not incurred any notice ------------- liabilities or obligations (absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise) material to the business of any claim against the Seller, its agentsexcept liabilities incurred in the ordinary course of business consistent with past practice. (o) The Seller owns or is licensed to use all trademarks, employees or directors or any trade names, assumed names, service marks, logos, patents, copyrights (including those relating to computer software and data bases), trade secrets, technology, know- how and processes which are material to the business of the Shareholders.Seller as heretofore conducted (collectively, the "Proprietary Rights", if owned by Seller, and the "License" if licensed to the Seller) free and clear of all liens, and all of such Proprietary Rights and Licenses are included in the Transferred Assets. with respect to Proprietary Rights which are registered or as to which application for registration has been made, the Seller is the beneficial owner thereof and is the record owner thereof, or documentation to make the Seller the record owner thereof has been filed. A list of all such registrations and applications and all Licenses is set forth in Schedule 2(o). No Proprietary ------------- Rights or Licenses used by the Seller, and no services or products sold by the Seller, conflict with or infringe upon any proprietary rights available to any third party. The Seller has not entered into any consent, indemnification, forbearance to ▇▇▇ or settlement agreement with respect to Proprietary Rights or Licenses except as disclosed in Schedule 2(o). No claims ------------- have been asserted in writing by any person with respect to the validity of or the Seller's ownership or right to use the Proprietary Rights or Licenses and, to the best knowledge of the Seller, there is no reasonable basis for any such claim. The Proprietary Rights are valid and enforceable and no registration relating thereto has lapsed, expired or been aba

REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS. Seller and Shareholders, the Shareholders jointly and severally, hereby severally represent and warrant to the Buyer and HRH Multi-Link as follows: A. Except as set forth in Schedule 6.A, Seller has good and marketable title to, and owns, the Assets to be sold, assigned and transferred hereunder, and the Assets are, or will be as of the Effective Date, free and clear from any and all judgments, mortgages, pledges, liens, conditional sales agreements, security interest, options or other encumbrances or claims of every nature and kind whatsoever, other than liens on any Assets transferred subject to any Assumed Liabilities. B. (a) Seller is a corporation duly organized, validly existing and in good standing as a domestic corporation under the laws of the State of Delaware; Georgia and qualified to do business in good standing in the State of North Carolina. Seller possesses all necessary corporate has full power and lawful authority to (i) own and operate its assets, properties and the Business, (ii) carry on the Business as presently conducted, (iii) enter into this Agreement Agreement, and to (iv) consummate the transactions contemplated hereby; the Shareholders by this Agreement. (b) The execution, delivery and Board performance of Directors of Seller this Agreement have taken, or will have taken each been duly authorized by the Closing Date, all necessary corporate actions to authorize action on the execution part of Seller, including director and Shareholder authorization. This Agreement constitutes a legal, valid and binding obligation of Seller and Shareholders, enforceable in accordance with its terms. Seller's and Shareholders' execution, delivery and performance of this Agreement does not and the consummation will not (i) constitute a breach or violation of Seller's incorporation documents or bylaws, (ii) constitute a breach or violation of any law, rule, regulation, material agreement, indenture, deed of trust, mortgage, loan agreement or any material instrument to which Seller or any Shareholder is a party or by which Seller or any Shareholder or any of the transactions contemplated hereby; Purchased Assets is bound or affected, (iii) constitute a violation of any order, judgment or decree by which Seller or any Shareholder or any of the Purchased Assets is bound or affected, (iv) result in the acceleration of any material debt owed by Seller or any Shareholder, (v) result in the creation of any lien or charge on the Purchased Assets or (vi) require any authorization or consent of any third party, including, without limitation, any governmental authority or any party to an Assumed Contract, except for such approvals and except consents that have been or will be obtained, made or given on or prior to the Closing Date as set forth on Schedule 6.Bthe schedule titled "Consents" attached hereto. (c) Seller has, neither and at the execution Closing Buyer will receive, good and delivery marketable title to the Purchased Assets, free and clear of all Encumbrances. Other than computer equipment and computer peripherals, Seller is not leasing any equipment, furniture, fixtures or other personal property. Seller is not holding on consignment any equipment, furniture, fixtures or other personal property. There are no special assessments against any of the Purchased Assets. The Purchased Assets which are tangible personal property are in a good state of repair and operating condition, ordinary wear and tear excepted. The Purchased Assets represent and constitute all assets, rights and privileges currently owned or used by Seller in connection with the Business. Other than that certain generator located at Beguelin's residence, all of the Purchased Assets are located at the Property. (d) The accounts receivable of Seller to be transferred pursuant to this Agreement nor (the consummation "Accounts Receivable") are bona fide accounts receivable of Seller arising in the transactions contemplated hereby will breach ordinary course of business and are not subject to any defenses to collection or violate rights of setoff. (e) Seller has not, during the 180-day period prior to the date hereof, made any provision extraordinary effort beyond the ordinary course of business to collect the Accounts Receivable. (f) To the best of Seller's certificate knowledge, the Glenayre MVP System (the "MVP") to be transferred pursuant to this Agreement is fully functioning and in a good state of incorporation repair and working condition. (g) Except as set forth on the schedule titled "Claims and Litigation" attached hereto, (i) there is no third party (whether private, governmental or bylawsotherwise) holding any claim of any nature against Seller or the Purchased Assets, including claims arising out of or in connection with the operation of the Business, (ii) Seller does not know or have reasonable grounds to know of any dispute which adversely affects, or may adversely affect, Seller, the Purchased Assets or the Business, (iii) there is no present or threatened walkout, strike or labor disturbance involving any of Seller's employees, (iv) Seller and the Purchased Assets are not subject to any pending or, to the best of Seller's knowledge, threatened litigation, proceeding or administrative investigation of any kind or nature (including, without limitation, any statute or ordinancematter (including audits) involving the Internal Revenue Service, or other federal or state taxing authorities), (v) Seller has not violated any federal, state or local law or ordinance or any rule, regulation order or decree of any governmental agency, court or authority having jurisdiction over it or over any part of its operations or assets that would have a material contractadverse effect on the operation of the Business by Buyer or the financial condition of Seller, agreement or and (vi) Seller has maintained all material licenses and permits and has filed all registrations, reports and other instrument documents required by local, state and federal authorities and regulating bodies in connection with the Business, all of which licenses and permits are fully assignable to Buyer and on the Closing Date will have been assigned to Buyer pursuant to the Bill ▇▇ Sale. (h) The schedule titled "Assumed Contracts" attached hereto (together with the contracts listed in Section 7.1(i) hereof (the "Old Contracts")) is a true and complete listing of any and all material agreements and instruments relating to the Business to which Seller is a party or by which it the Purchased Assets are subject, and any and all related agreements, including, without limitation, all leases, subleases, warranty agreements, sales agreements, service agreements, maintenance agreements, loan agreements and partnership agreements. Seller has delivered to Buyer a true and complete copy of each Assumed Contract and Old Contract and all other written instruments existing with respect to the Assumed Contracts and Old Contracts. Each Assumed Contract and Old Contract is boundvalid and enforceable in accordance with its terms. Neither Seller nor any other party thereto is in breach of or in default under any Assumed Contract or Old Contract nor has any notice or claim with respect to any breach or default thereunder been given. C. (i) The schedule titled "Employees" attached hereto is a true and complete list of all employees of Seller, and their dates of hire, positions, base salary and commission and/or bonus schedule (if applicable), and employee benefits to which such employees are entitled to participate. Except as set forth on Schedule 6.C, no notice, report or other filing is required to be submitted to, and no consent, approval or authorization is required to be received from, any governmental authority or other person or entity in connection with the execution and delivery of this Agreement or the consummation such schedule (i) none of the transactions contemplated hereunder, except where failure to do so will not have a material adverse effect. D. Seller is not in default under employees has any material agreement which is being assigned to Buyer hereunder. E. Except as set forth on Schedule 6.E, there are no judgments, actions, suits, levies, attachments (written or governmental or administrative agency proceedings pending or, to the best knowledge of Shareholders, threatened against or affecting the Assets or the transactions contemplated by this Agreement, nor are there any such actions pending or, to the best knowledge of Shareholders, threatened between otherwise) with Seller and any of its clients or insurance companies for which it acts as agent. F. Seller is, and has during the past five years been, in full compliance in all material respects with all licensing and other regulatory laws for the conduct of its present operations (including, without limitation, its property and casualty, personal lines and life businessesii) and all of Seller's such employees are terminable at will without any penalty, liquidated damages or agents who write any type of insurance for Seller (including the Shareholders) are and have been, in full compliance in all material respects with all licensing and other regulatory laws such that Seller and Shareholders have no liabilities of any nature related to any failure, whether intentional or inadvertent, to comply with any such laws and which may attach to, or affect the use of, the Assets in a materially adverse manner by the Buyer or HRH. Attached hereto as Schedule 6.F is a complete list of all insurance licenses held by Seller and all states in which it is qualified to transact business. G. Seller maintains errors and omissions coverage for all of its operations in amounts which it deems to provide adequate coverage; all such policies are described on Schedule 6.G (carrier, retrodate, claims made or occurrence policy, deductible and limits); and except as set forth on Schedule 6.G, neither Seller nor Shareholders have received any notice of any claim against Seller, its agents, employees or directors or any of the Shareholders.other