All the outstanding and issued shares of MM–RM have already been duly authorized, are validly released, completely compensated, and non-assessable, as they are freely owned by MMI. None regarding the stocks have now been pledged, hypothecated or encumbered by any means. There are not any outstanding or authorized choices, warrants, purchase liberties, registration liberties, transformation liberties, trade legal rights, or any other agreements or commitments which could need MM–RM to issue, offer or else cause to be outstanding some of the money stock of MM–RM. There are not any outstanding or authorized stock admiration, phantom stock, revenue involvement, or comparable legal rights with regards to MM–RM. Likewise, every one of 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 regarding the Membership Interest has been pledged, hypothecated or encumbered at all. There aren’t any rights that are outstanding other agreements or commitments that may need LWC to give, offer or elsewhere cause to be outstanding any one of its Membership Interest.
Ownership. Vendors will be the holders of record and beneficially very own, and now have good and marketable name to most of the Assets and Target Companies passions, 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, safety passions, options, warrants, legal rights, contracts, telephone calls, commitments, equities and needs. The delivery by MMI and L&W of certificates evidencing the goal organizations Interest, duly endorsed for transfer or followed closely by transfer capabilities duly endorsed in blank, will move legitimate name to the goal businesses Interest to Purchasers, free and away from any and all sorts of encumbrances whatsoever.
Authorization and Validity . All of Sellers and Seller Affiliates gets the complete energy and authority to perform and deliver and perform their responsibilities under this contract. The execution, delivery and performance for this contract therefore the other agreements to be performed by Sellers, while the consummation of this deals contemplated hereby and thus, have now been duly authorized by Sellers. This Agreement will constitute appropriate, legitimate and binding responsibilities of Sellers, enforceable against Sellers prior to their particular terms. Vendors have actually secured all necessary approvals and consents of 3rd events to your consummation for the deals contemplated by this contract.
Title . Except as disclosed in Exhibit E, Sellers and Seller Affiliates now own the Assets and Target organizations Interest, clear and free of all of the liens, claims and encumbrances. None regarding the Assets or Target organizations Interest would be the topic of a consignment by any entity or person apart from pawn loans susceptible to contract and/or redemption. Upon consummation associated with the deals contemplated hereby, Purchasers will get good, valid and title that is marketable each one of the Assets, free and away from all liens, encumbrances and undesirable claims with the exception of pawn loan security this is certainly susceptible to redemption.
Commitments . Sellers and Seller Affiliates never have entered into virtually any agreements which encumber the Assets with the exception of pawn loans susceptible to redemption.
No Violation, No Conflict, Forced Filings and Consents . Neither the performance and execution of the contract or even the agreements contemplated in this contract, nor the consummation for the deals contemplated hereby or therefore will:
(a) lead to a breach or breach of every agreement or any other tool under which Sellers or Seller Affiliates are bound or even to which some of the Assets or the goal Companies Interest are topic, or end in the creation or imposition of every lien, charge or encumbrance upon any one of such Assets or Target organizations Interest;
(b) violate any relevant law or legislation or any judgment or order of any court or government agency. Vendors have actually complied in every material respects along with relevant regulations, laws and licensing needs, and also have filed aided by the appropriate authorities all necessary statements and reports. Vendors have all necessary working licenses, franchises, licenses and government authorizations, which legal rights have been in full force and impact, and tend to be being transferred hereof free from any claim, encumbrance or detriment;
(c) contravene, conflict with, or end in any breach of (i) any provision associated with organizational papers of any Seller or Seller Internet, or (ii) any quality used by the board of directors, users, or stockholders of Sellers or Seller Affiliates; plus in connection therewith, Sellers and Seller Affiliates hereby waive all pre-emptive or legal rights that are preferential liberties of very 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 at the mercy of, or be responsible for the re re payment of any taxation apart from sales fees relevant towards the purchase of particular assets in Colorado; or
( ag ag e) end in a breach or breach of every supply, or offer anybody the proper to declare a standard or workout any remedy under, or even 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, product sales income tax and all sorts of other returns and reports needed 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 compensated 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 aren’t any liens for Federal, state or taxes that are local some of the Assets of Sellers.
Target Companies Fees .
Each Target Company and each of the predecessors have actually filed, in the some time in how recommended for legal reasons, all returns, declarations, reports, quotes, information returns and statements (Returns) heretofore necessary to be filed under federal, state, regional or any international legislation by such Target Company or such predecessors relating to the dedication, evaluation, collection or re re re payment of fees, and all sorts of such comes back are real, proper and complete in every product respects.
Each Target Company and its Seller has within the time and in the manner prescribed by law, paid (and until the Closing Date will, within the time and in the manner prescribed by law, pay) all Taxes (as defined below) that are due and payable by or with respect to any Target Company or its Seller except as set forth on exhibit H.
There aren’t any liens for fees upon the assets of every regarding the Target organizations, Sellers or Seller Affiliates except liens for fees perhaps perhaps 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 remains in full 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 as a qualified subchapter s subsidiary, which election stays in complete force and impact.
No deficiency for any Taxes has been proposed in writing, asserted in writing or assessed against any of the Target Companies, Sellers or Sellers Affiliates which deficiency has not been resolved and paid in full except as set forth in exhibit H.
There are no tolling that is outstanding, waivers or comparable consents about the application of this statute of limits with regards to any Taxes or Returns which have been provided by some of the Target organizations, their predecessors or vendors.
The type of return, the deficiencies proposed or assessed and the amount thereof, and the taxable year in question), no Federal, state, local or foreign audits, investigations or other administrative proceedings or court proceedings are presently pending with regard to any Taxes or Returns of the Target Companies except as set forth in Exhibit H,(which shall set forth the nature of the proceeding.