Seller No. 2 is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller No. 2 is duly authorized to conduct business and is in good standing (or the local law equivalent) under the laws of each jurisdiction in which such qualification is legally required, except where the failure to be so qualified would not have a Material Adverse Effect. Seller No. 2 has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the business in which it is currently engaged and to own and use the properties owned and used by it. Section 5.1 of the Disclosure Schedule contains a true and complete list of all jurisdictions where Seller No. 2 is qualified as a foreign corporation.
Seller No. 1 shall use his best efforts to effectuate the relocation of Company No. 2's current Birmingham, Alabama location and Purchaser's current Birmingham, Alabama branch location into a new location located in the Greater Birmingham, Alabama area by the conclusion of the first quarter of 2001. Purchaser and Seller No. 1 shall use their best efforts to effectuate the implementation of Purchaser's ASTEA Accounting and Software System at Company No. 2 within ninety (90) days of the Closing.
Seller No. 1 and Seller No. 2 hereby agree -------------------------- that, notwithstanding any right of Purchaser to fully investigate the affairs of Company No. 1 and/or Company No. 2, as applicable, and notwithstanding knowledge of facts determined or determinable by Purchaser pursuant to such investigation or right of investigation, Purchaser has the right to rely fully upon the representations, covenants, warranties and agreements of Seller No. 1 and/or Seller No. 2, as applicable, contained in this Agreement and upon the accuracy of any document, schedule, certificate or exhibit given or delivered to Purchaser pursuant to the provisions of this Agreement.
Seller No. 1 and Seller No. 2, jointly and severally, shall indemnify Purchaser against and hold it harmless from any Losses resulting from or arising out of any inaccuracy in or breach of any representation, warranty, covenant or obligation made or incurred by Seller No. 1 or Seller No. 2 herein or in any other agreement, instrument or document delivered by Seller No. 1 and/or Seller No. 2 pursuant to the terms of this Agreement as pertains to Company No. 1 and/or Company No. 2. Subject to the limitations in Section 12.10 hereof, any amounts to which Purchaser, its successors or assigns, is entitled to indemnification pursuant to the provisions of this Section shall be offset against the amount payable to Seller No. 1 or Seller No. 2 under the Notes (including proceeding against Seller No. 1 and/or Seller No. 2 for any amounts that may have been previously paid to Seller No. 1 or Seller No. 2 under the Notes). Provided, however, the offset in any one year may not exceed the aggregate amount of principal and interest due on said applicable subordinated promissory notes for said year and then against any amounts payable to Seller No. 1 or Seller No. 2 under Section 2.07.
Seller No. 1's accrued vacation time in the amount of Thirteen Thousand Three Hundred Fifty-seven Thousand and 38/100 Dollars (13,357.38). The sum of the items contained in Sections 4.1(a) and 4.1(b) above shall be either adjusted upward or downward by the amount determined under Section 4.1(c).
Seller No. 1 and Seller No. 2 shall be liable for and shall pay all federal, state and local sales taxes (if any), documentary stamp taxes, and all other duties, or other like charges properly payable by Seller No. 1 and Seller No. 2 upon and in connection with the conveyance and transfer of Purchased Assets No. 1 and Purchased Assets No. 2 by Seller No. 1 and Seller No. 2, respectively, to Purchaser.
Seller No. 1 and Seller No. 2 are corporations duly organized and validly existing under the laws of the State of Indiana and have the corporate power and authority to own, lease and operate Purchased Assets No. 1 and Purchased Assets No. 2, respectively, and to conduct the Businesses currently being conducted by them. Seller No. 1 and Seller No. 2 have no subsidiaries. The Disclosure Schedule correctly lists with respect to Seller No. 1 and Seller No. 2, each jurisdiction in which it is qualified to do business as a foreign corporation.
Seller No. 1 and Seller No. 2 are not
Seller No. 1 and Seller No. 2 have no retired employees who are receiving or are entitled to receive any payments, health or other benefits from Seller No. 1 and Seller No. 2.
Seller No. 1 and Seller No. 2 have, with respect to any Employee Benefit Plans, complied with all reporting and disclosure requirements required by Title I, Subtitle B, Part 1 of ERISA.
