Efficiency by Sellers Pending Closing . Because the execution associated with Indication of great interest continuing and dated through the Closing Date:
Sellers have faithfully carried on and operated the company when you look at the Ordinary Course of company, in line with previous training and historic running norms, to keep (i) the nice might associated with Business, (ii) all personal home utilized in the company operations in good working order; and (iii) seasonally normal quantities of Pawn Loans and stock;
Sellers never have, straight or indirectly, done or did not perform any act that may be expected to reasonably bring about the creation or imposition of any lien, claim or encumbrance or financial obligation on any of the Assets or even the prospective businesses Interest;
Vendors haven’t offered, assigned, transmitted, leased, subleased, pledged or elsewhere encumbered or removed any regarding the Assets or perhaps the Target organizations Interest, except within the Ordinary span of company, and contains maintained its company operations as well as the Assets considerably intact, including its current operations, real facilities, working conditions, and relationships with clients, lessors, licensors, companies and workers;
Sellers have actually obtained or triggered become acquired all the consents and approvals of all of the people or entities necessary, if any, to designate and move towards the Purchasers every one of the Assets and also the Target organizations Interest; and
Vendors used their reasonable efforts that are commercial simply take all actions also to do things necessary, appropriate or recommended to be able to consummate and work out effective the deals contemplated by this contract according to its conditions and terms.
Vendors Ownership Interests . The Seller Affiliates constitute everyone or entity purchasing a primary or indirect, appropriate or ownership that is beneficial in almost any associated with the Sellers. All Seller Affiliates may benefit out of this deal.
Financial Statements. The financial statements have been prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and include all normal, recurring adjustments, including year-end audit adjustments necessary to make the financial statements accurate and not misleading for purposes of this Agreement and the inducement thereof, Purchasers have relied upon the financial statements as described and listed in exhibit F.
Intellectual Property. The only product trademarks employed by Sellers or Seller Affiliates to recognize by themselves is Mister cash and Mister cash – USA or a derivative thereof, that will be a subscribed trademark of MMI in america. Sellers and Seller Affiliates haven’t any knowledge that every other individual is infringing regarding the Mister cash trade name.
No Material Adverse Impact. The Sellers and Seller Affiliates have carried out their company into the Ordinary Course of Business and here has not yet been a Material Adverse Effect as defined in Article IX, Section 9.18.
4.27 liabilities that are MM–RM . MM–RM doesn’t have liability (whether understood or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or even be due), including any obligation for fees, as of the Closing Date, aside from the liabilities established in Exhibit J. MMI would be solely in charge of all re re payment obligations with regards to liabilities of MM–RM as regarding the Closing Date. MMI and its own investors consent to hold harmless MM–RM, Purchasers, and Purchasers affiliates from all loss, expense and cost linked to any MM–RM liabilities that aren’t disclosed on display J (hereafter, MM–RM Undisclosed Liabilities, whether guide was created to a number of), towards the level such loss, price or cost surpasses the sum $1,000 within the aggregate (the MM–RM Allowable Undisclosed Liabilities Basket Amount). Should MM–RM, Purchasers and/or Purchasers affiliates elect (inside their sole discernment) to cover any MM–RM Undisclosed Liabilities, or otherwise sustain any loss, expense or cost associated with any MM–RM Undisclosed Liabilities, MMI will reimburse Purchasers for several such re re payments, and all sorts of loss that is such price and cost, within ten company times of Purchasers written demand, to your level the aggregate of all of the such re re payments, loss, expense and cost associated with all MM–RM Undisclosed Liabilities surpass, when you look at the aggregate, payday loans in Hiawassee the MM–RM Allowable Undisclosed Liabilities Basket Amount.
4.28 LWC Liabilities . LWC does not have any liability (whether unknown or known, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or even to be due), including any liability for fees, as of the Closing Date, aside from the liabilities established in Exhibit K. L&W will likely be entirely in charge of all re payment responsibilities pertaining to liabilities of LWC at the time of the Closing Date. L&W and its particular users or managers consent to hold safe LWC, Purchasers, and Purchasers affiliates from all loss, expense and expense associated with any LWC liabilities which aren’t disclosed on Exhibit K (hereafter, LWC Undisclosed Liabilities, whether guide was created to more than one), to your degree loss that is such expense or cost surpasses the sum $1,000 within the aggregate (the LWC Allowable Undisclosed Liabilities Basket Amount). Should LWC, Purchasers and/or Purchasers affiliates elect (within their single discernment) to pay any LWC Undisclosed Liabilities, or otherwise sustain any loss, cost or expense relating to any LWC Undisclosed Liabilities, L&W will reimburse Purchasers for many such payments, and all sorts of loss that is such expense and cost, within ten business times of Purchasers written demand, to your level the aggregate of all of the such re payments, loss, price and expense associated with all LWC Undisclosed Liabilities exceed, when you look at the aggregate, the LWC Allowable Undisclosed Liabilities Basket Amount.
Purchasers will retain all pawn publications as well as other documents of vendors (including, but not limited by, all reports and documents associated with the particular state or regional agencies charged with managing pawnshop operations, payday or short-term financing and look cashing and also the irs) necessary to be retained regarding the business premises by relevant legislation.