Mister cash pay day loans. L&W Characteristics, a Limited Liability Business
Efficiency by Sellers Pending Closing . Considering that the execution associated with Indication of great interest dated and continuing through the Closing Date:
Vendors have faithfully carried on and operated the company when you look at the Ordinary Course of company, in keeping with previous training and historic running norms, to steadfastly keep up (i) the nice might associated with the Business, (ii) all individual home utilized in the company operations in good working order; and (iii) seasonally normal levels of Pawn Loans and stock;
Vendors have never, directly or indirectly, done or neglected to perform any work that may fairly be anticipated to bring about the creation or imposition of every lien, claim or encumbrance or financial obligation on some of the Assets or even the mark organizations Interest;
Vendors haven’t sold, assigned, transported, leased, subleased, pledged or elsewhere encumbered or removed any regarding the Assets or even the prospective businesses Interest, except into the Ordinary span of company, and it has maintained its company operations additionally the Assets considerably intact, including its current operations, real facilities, working conditions, and relationships with customers, lessors, licensors, vendors and employees;
Vendors have actually acquired or triggered become acquired every one of the consents and approvals of most individuals or entities necessary, if any, to designate and move into the Purchasers most of the Assets plus the Target businesses Interest; and
Vendors used their reasonable commercial efforts to just simply take all actions and also to do things necessary, appropriate or recommended so that you can consummate while making effective the deals contemplated by this contract relative to its conditions and terms.
Vendors Ownership Interests . The Seller Affiliates constitute everybody or entity getting a direct or indirect, appropriate or useful ownership interest in virtually any of this 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 utilized by Sellers or Seller Affiliates to determine on their own is Mister cash and Mister cash – United States Of America or a derivative thereof, that is an authorized trademark of MMI in the usa. Sellers and Seller Affiliates haven’t any knowledge that some other individual is infringing in the Mister cash trade title.
No Material Adverse Impact. The Sellers and Seller Affiliates have carried out their company within the Ordinary Course of Business and here hasn’t been a Material Adverse Effect as defined in Article IX, Section 9.18.
4.27 liabilities that are MM–RM . MM–RM does not have any 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 to become due), including any obligation for fees, at the time of the Closing Date, aside from the liabilities set forth in Exhibit J. MMI will likely to be entirely accountable for all re re payment responsibilities pertaining to liabilities of MM–RM as regarding the Closing Date. MMI and its particular investors consent to hold benign MM–RM, Purchasers, and Purchasers affiliates from all loss, expense and expense pertaining to any MM–RM liabilities that are not disclosed on display J (hereafter, MM–RM Undisclosed Liabilities, whether guide is built to a number of), towards the level loss that is such expense or cost surpasses the sum of the $1,000 into the aggregate (the MM–RM Allowable Undisclosed Liabilities Basket Amount). Should MM–RM, Purchasers and/or Purchasers affiliates elect (inside their single discernment) to cover any MM–RM Undisclosed Liabilities, or otherwise sustain any loss, expense or expense concerning any MM–RM Undisclosed Liabilities, MMI will reimburse Purchasers for several such re re payments, and all sorts of such loss, expense and cost, within ten company times of Purchasers written demand, towards the degree the aggregate of all of the such payments, loss, price and cost associated with all MM–RM Undisclosed Liabilities surpass, within the aggregate, 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 are going to be entirely in charge of all re re payment responsibilities pertaining to liabilities of LWC as of the Closing Date. L&W and its own people or supervisors consent to hold safe LWC, Purchasers, and Purchasers affiliates from all loss, price and cost linked to any LWC liabilities which aren’t disclosed on display K (hereafter, LWC Undisclosed Liabilities, whether guide is built to a number of), into the level loss that is such expense or cost surpasses the sum of the $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 several such re re payments, and all sorts of such loss, expense and cost, within ten company times of Purchasers written request, to your payday pawn Pontotoc MS degree the aggregate of most such payments, loss, price and cost associated with all LWC Undisclosed Liabilities exceed, into the aggregate, the LWC Allowable Undisclosed Liabilities Basket Amount.
Purchasers will retain all pawn publications as well as other documents of vendors (including, although not restricted to, all reports and documents concerning the state that is respective regional agencies charged with managing pawnshop operations, payday or short-term financing and check cashing as well as the Internal Revenue Service) expected to be retained regarding the company premises by relevant rules.