G. The Company has filed all tax returns and reports on time and has made all deposits required by law to be made with respect to employment taxes. “Taxes” means all taxes, tax liability, duties, charges, fees and other assessments imposed by any governmental body including unemployment compensation, real estate, income, franchise taxes, customs and more;
H. To the Seller’s knowledge, the Company is not infringing on any intellectual property;
I. The consummation of the transactions in this Agreement will not have a Material Adverse Effect on the Company’s relationship with any supplier or customer. Material Adverse Effect refers to a material adverse effect on the assets, business or financial condition of the Company except for any adverse effect resulting from general economic conditions that affect the banking and securities industry;
J. There are no indemnity, sharing, or tax allocation agreements or arrangements affecting the Company;
K. The Seller is the sole beneficial, legal and record owner of the Shares;
L. The Seller holds valid and marketable title to the Shares which are free and clear of all encumbrances, security interests, equities, restrictions on transfer or other charges and/or defects in the title of any kind;
M. The Seller has the right and authority to enter into and carry out the terms of this Agreement, including without limitation, the offer, sale and transfer of the Shares to the Purchaser and has taken all action necessary to validly do so; and
N. The Seller is not a party to any contract that remains in effect with respect to the Shares and there are no restrictions on the offer, sale, or transfer of the Shares other than applicable securities laws.