timely filed. All such Governmental Authorizations are in full force and effect
and there are no proceedings pending or threatened that seek the revocation,
cancellation, suspension, or adverse modification thereof.
Section 2.13 Insurance. Schedule 2.13 of the Disclosure Schedule sets
forth all material policies of property, fire and casualty, product liability,
workers' compensation, liability and other forms of insurance owned or held by
Seller. Such description identifies the issuer of each such policy, the amount
of coverage available and outstanding under each such policy, and whether each
such policy is a "claims made" or an "occurrence" policy. True and complete
copies of such policies have been made available to the Purchasers for review.
Section 2.14 Trademarks. Schedule 2.14 of the Disclosure Schedule sets
forth a list of each trademark, trademark registration, trademark registration
application and trade name which any Seller owns or uses which is material to
the operation of the Business and with respect to which they are the licensor or
Section 2.15 Environmental Matters. In addition to the representations
and warranties in Section 2.12 hereof, and not in limitation thereof, except as
disclosed on Schedule 2.15, (a) no releases of Hazardous Materials have occurred
and no conditions have existed from November 9, 1993 until the date of this
Agreement, or the Closing Date, as applicable, at or from any property currently
or previously owned or leased by Seller during the period such property was
owned or leased by Seller, which would require (i) release reporting to a
Governmental Authority or remediation under applicable Environmental Law and
(ii) result in a Material Adverse Effect; (b) there are no pending, or to the
actual knowledge of Seller, threatened Environmental Claims against the Seller
in connection with the Business including, without limitation, Environmental
Claims brought pursuant to CERCLA or comparable state statutes with respect to
the disposal, or arrangement for disposal or treatment (with a transporter or
otherwise), of Hazardous Materials at sites or facilities owned by Seller or
third-parties; and (c) to Seller's actual knowledge and during the period from
November 9, 1993 through the date hereof, or the Closing Date, as applicable,
there are and were no leaking underground storage tanks currently or previously
owned or operated by Seller in connection with the Business located at any
property currently or previously owned or operated by any Seller in connection
with the Business which such leak occurred during the period such property was
owned or leased by Seller.
Section 2.16 Employee Severance/Continuation Agreements. Schedule 2.16 of
the Disclosure Schedule sets forth a complete list of all employees of the
Business that are subject to any employment, retention and/or severance
agreement under which any Seller is obligated. Seller has furnished Purchasers
with the forms (sufficient for determining costs) of such agreements and of any
other plans or arrangements under which any Seller is obligated to provide any
retention compensation or severance benefits to any Zapata Employee.
Section 2.17 Completeness of Disclosure. No representation or warranty by
any Seller contained in this Agreement, and no representation, warranty or
statement contained in any list, certificate, Schedule or other instrument,
document, agreement or writing furnished or to be furnished to, or made with,
the Purchasers pursuant hereto or in connection with the negotiation, execution
or performance hereof, contains or will contain any untrue statement of a
material fact or omits or will omit to state any material fact necessary to make
any statement herein or therein not misleading.
Section 2.18 No Other Representations. The Seller is not making any
representations or warranties, express or implied, of any nature whatsoever
except as specifically set forth in this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each Purchaser hereby makes, jointly and severally, to the Seller the
representations and warranties set forth in this Article III.