All the released and outstanding Shares of MM–RM have already been duly authorized, are validly given, completely compensated, and non-assessable, and are usually easily owned by MMI. None associated with stocks have now been pledged, hypothecated or encumbered at all. There aren’t any outstanding or options that are authorized warrants, purchase liberties, membership legal rights, transformation legal rights, change liberties, or other agreements or commitments that may need MM–RM to issue, offer or else cause in order to become outstanding some of the money stock of MM–RM. There are not any outstanding or authorized stock admiration, phantom stock, profit involvement, or similar legal rights pertaining to MM–RM. Likewise, all the Membership Interest of LWC happens to be duly authorized, is legitimate, completely compensated, and non-assessable, and it is easily owned by L&W and Seller Affiliates Sellers to name. None for the Membership Interest has been pledged, hypothecated or encumbered at all. There are not any rights that are outstanding other agreements or commitments that may require LWC to give, offer or elsewhere cause in order to become outstanding some of its Membership Interest.
Ownership. Vendors would be the holders of record and beneficially very own, and also have good and marketable name to all the Assets and Target Companies Interests, and such assets and passions are free and away from any encumbrances, limitations on transfer (except that any limitations under securities or comparable appropriate needs), claims, taxes, security passions, choices, warrants, rights, contracts payday loans without checking account in North Miami, FL, phone phone calls, commitments, equities and needs. The distribution by MMI and L&W of certificates evidencing the mark organizations Interest, duly endorsed for transfer or followed closely by transfer capabilities duly endorsed in blank, will move valid name to the goal businesses Interest to Purchasers, free and free from any and all sorts of encumbrances whatsoever.
Authorization and Validity . All of Sellers and Seller Affiliates gets the power that is full authority to perform and deliver and perform their obligations under this contract. The execution, delivery and performance with this contract and also the other agreements become performed by Sellers, and also the consummation associated with the deals contemplated hereby and thus, have now been duly authorized by Sellers. This Agreement will constitute appropriate, legitimate and binding obligations of Sellers, enforceable against Sellers according to their respective terms. Vendors have actually guaranteed all necessary approvals and consents of 3rd events towards the consummation of this transactions contemplated by this Agreement.
Title . Except as disclosed in Exhibit E, Sellers and Seller Affiliates now own the Assets and Target organizations Interest, clear and free of most liens, claims and encumbrances. None regarding the Assets or Target businesses Interest would be the topic of the consignment by any individual or entity apart from pawn loans susceptible to contract and/or redemption. Upon consummation associated with the deals contemplated hereby, Purchasers will get good, legitimate and marketable name to each one of the Assets, free and away from all liens, encumbrances and unfavorable claims with the exception of pawn loan security that is at the mercy of redemption.
Commitments . Sellers and Seller Affiliates never have entered into almost any agreements which encumber the Assets aside from pawn loans at the mercy of redemption.
No Violation, No Conflict, Forced Filings and Consents . Neither the execution and gratification of the contract or perhaps the agreements contemplated in this contract, nor the consummation for the deals contemplated hereby or thus will:
(a) lead to a violation or breach of any contract or other tool under which Sellers or Seller Affiliates are bound or even to which some of the Assets or perhaps the Target Companies Interest are topic, or lead to the creation or imposition of every lien, cost or encumbrance upon some of such Assets or Target organizations Interest;
(b) violate any relevant legislation or legislation or any judgment or purchase of any court or government agency. Vendors have actually complied in most material respects along with laws that are applicable laws and certification needs, and also have filed aided by the appropriate authorities all necessary statements and reports. Vendors have all operating that is necessary, franchises, licenses and government authorizations, which liberties have been in complete force and impact, and are usually being moved hereof free from any claim, encumbrance or detriment;
(c) contravene, conflict with, or end up in any violation of (i) any provision regarding the organizational papers of every Seller or Seller Internet, or (ii) any quality adopted because of the board of directors, members, or stockholders of Sellers or Seller Affiliates; plus in connection therewith, Sellers and Seller Affiliates hereby waive all pre-emptive or preferential liberties or legal rights of first refusal they might have under Sellers or Seller Affiliates organizational papers or relevant appropriate demands, if any;
(d) cause Purchasers in order to become susceptible to, or be accountable for the re re payment of every income tax except that product product sales fees relevant into the purchase of particular assets in Colorado; or
( ag e) cause a breach or breach of every supply, or offer anybody the ability to declare a standard or workout any remedy under, or even to speed up the readiness or performance of, or even to cancel, end, or alter, any Material Contract to which Sellers or Seller Affiliates are a celebration.
Fees . Vendors have duly and prompt filed all home, sales taxation and all sorts of other returns and reports expected to be filed by them at the time of the date hereof by the States of Colorado, Kentucky, Wyoming and Nebraska or any subdivision that is political while having paid or founded sufficient reserves for several fees (including charges and interest) which may have or can become due relating to the Assets, Business as well as the stores. There are not any liens for Federal, state or taxes that are local some of the Assets of Sellers.
Target Businesses Taxes .
Each Target Company and every of the predecessors have actually filed, inside the some time in how recommended for legal reasons, all returns, declarations, reports, estimates, information returns and statements (Returns) heretofore necessary to be filed under federal, state, regional or any laws that are foreign such Target Company or such predecessors associated with the dedication, assessment, collection or re re payment of fees, and all sorts of such comes back are real, proper and complete in every product respects.
Except because set forth on display H, each Target Company as well as its Seller has inside the some time in the way recommended for legal reasons, compensated (and before the Closing Date will, inside the time and in how recommended for legal reasons, pay) all Taxes (as defined below) which are due and payable by or pertaining to any Target Company or its Seller.
There are not any liens for fees upon the assets of any for the Target businesses, Sellers or Seller Affiliates except liens for Taxes perhaps maybe maybe not yet due.
MMI and L&W are making a legitimate and election that is proper part 1362(a) associated with Code to be S corporations, which election continues to be in complete force and impact for Federal and, if relevant, state tax purposes.
MMI and L&W have actually duly elected to take care of each Target Company being a qualified subchapter s subsidiary, which election continues to be in complete force and impact.
Except because set forth in display H, no deficiency for almost any Taxes was proposed in composing, asserted on paper or examined against some of the Target organizations, Sellers or Sellers Affiliates which deficiency has not been fixed and compensated in complete.
There aren’t any outstanding tolling agreements, waivers or comparable consents about the application of this statute of restrictions pertaining to any fees or Returns which have been distributed by some of the Target organizations, their predecessors or vendors.
Except since set forth in display H,(which shall set forth the type associated with the proceeding, the sort of return, the inadequacies proposed or examined additionally the quantity thereof, together with taxable year under consideration), no Federal, state, local or international audits, investigations or other administrative procedures or court procedures are presently pending pertaining to any fees or Returns associated with Target businesses.