True correct and complete copies of the organizational documents of Owner Entity and of any entity that may be deemed a predecessor of Owner Entity have been delivered to Buyer and are listed on Schedule 10.1(c) (including, but not limited to, all certificates of formation or incorporation, operating agreements, by-laws and articles of merger).
True correct and complete copies of the Organizational Documents identified on Schedule 7.01-A attached hereto have been delivered to the Agent, each of which is in full force and effect, has not been modified or amended except to the extent indicated therein or as may be permitted pursuant to Section 10.14 and, to the best of each Borrower's knowledge, there are no defaults under such Organizational Documents and no events which, with the passage of time or giving of notice or both, would constitute a default under such Organizational Documents.
True correct and complete copies of each Material Contract listed in Schedule 6.14 have been made available to Buyer. Except as otherwise set forth on Schedule 6.14; (i) all of the Material Contracts are valid, binding and enforceable against the respective parties thereto in accordance with their respective terms; (ii) neither Seller nor any other party is in default or in arrears under the terms of any material provision of a Material Contract, and no condition exists or event has occurred to which the Seller or either Shareholder has actual knowledge which, with the giving of notice or lapse of time or both, would constitute a default thereunder; (iii) Seller has fulfilled, or taken action to fulfill when due, all of its material obligations under each of the Material Contracts; neither Seller nor the Shareholders have any reason to believe that the products or services called for by any executory Material Contract cannot be supplied in accordance with the terms of such Material Contract, and there is no reason to believe that any unfinished Material Contract will, upon performance by Seller, result in a material loss by Seller; and (v) to the best of Seller's and the Shareholders' knowledge, Seller has not committed any act, and there has been no omission, which may result in, and there has been no occurrence which may give rise to, material Liability for breach of warranty (whether or not covered by insurance) on the part of Seller with respect to services rendered or products sold by Seller.
True correct and complete copies of all disclosures in Schedule 3.2.11 (including all amendments thereto) have been delivered to Purchaser. Company is not currently negotiating any transaction involving (i) a license or other disposition of any material Intellectual Property; or (ii) an aggregate payment by Company and/or receipts to Company in excess of $1,000.00 that it has not disclosed to Purchaser.
True complete and correct copies of all leases and agreements in respect of all real property leased or used by COMPANY are attached to Schedule 5.16, and an indication as to which such properties, if any, are currently owned, or were formerly owned, by the STOCKHOLDERS or affiliates of COMPANY or the STOCKHOLDERS is included in Schedule 5.16, and except as set forth on Schedule 5.16, all of such leases included on Schedule 5.16 are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms. 5.17 INSURANCE. COMPANY has delivered to MARINEMAX (i) a true, accurate and complete list as of the Balance Sheet Date of all insurance policies carried by COMPANY; (ii) an accurate list of all insurance loss runs or workers compensation claims received for the past three (3) policy years; and (iii) true, complete and correct copies of all insurance policies currently in effect. Such insurance policies evidence all of the insurance that COMPANY is required to carry pursuant to all of its contracts and other agreements and pursuant to all applicable laws. All of such insurance policies are currently in full force and effect and shall remain in full force and effect through the Effective Time. Since January 1, 1994, no insurance carried by COMPANY has been canceled by the insurer and COMPANY has not been denied coverage. 5.18 COMPENSATION; EMPLOYMENT AGREEMENTS; ORGANIZED LABOR MATTERS. COMPANY has delivered to MARINEMAX a true, complete and accurate list (which is set forth on Schedule 5.18) showing all officers, directors and key employees of COMPANY, listing all employment agreements that do not provide for at-will employment terminable without penalty or that pertain to any officers, directors or key employees of COMPANY and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, 14 22 respectively) of each of such persons as of (i) the Balance Sheet Date and (ii) the date hereof. COMPANY has provided to MARINEMAX true, complete and correct copies of any employment agreements for persons listed on Schedule 5.18 and has attached such copies to Schedule 5.18. Since the Balance Sheet Date, there have been no increases in the compensation payable or any special bonuses to any officer, director, key employee or other employee of COMPANY, except ordinary salary increases implemented on a basis consistent with past practices. Except a...
True accurate and complete copies of all Contracts set out in Schedule 5.1(15), or where those Contracts are oral, true, accurate and complete summaries of their terms, have been provided to the Purchaser.
True correct and complete copies of all documents creating or evidencing any Plan listed in Part 4.24 of the Disclosure Schedule have been made available to the Purchasers, and true, correct and complete copies of all reports, forms and other documents required to be filed with any governmental entity (including, without limitation, summary plan descriptions, Forms 5500 and summary annual reports for all plans subject to ERISA) have been made available to the Purchasers. There are no negotiations, demands or proposals that are pending or have been made which concern matters now covered, or that would be covered, by the type of agreements listed in Part 4.24 of the Disclosure Schedule.
True correct and complete copies of the Contracts required to be set forth in Section 3.12(a) of the Disclosure Schedule have previously been made available to Parent or its representatives by the Company. Other than as a result of the Reorganization, neither the Company nor Wholesale Holdings is in default, and no event has occurred that, with the giving of notice or the passage of time or both, would constitute a default under any such Material Contract by the Company or Wholesale Holdings, and, to the Knowledge of the Company, no event has occurred that, with the giving of notice or the passage of time or both, would constitute a default by any other party to any such Contract. Each of the Contracts required to be set forth in Section 3.12(a) of the Disclosure Schedule is in full force and effect, is valid and enforceable in accordance with its terms, subject to the Enforceability Exceptions, and, to the Knowledge of the Company, is not subject to any claims, charges, setoffs or defenses. There are no disputes pending or, to the Knowledge of the Company, threatened under any such Material Contract. Each of the Company and Wholesale Holdings and, to the Knowledge of the Company, each other party thereto is in compliance with all of its material obligations under each such Contract.