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...of Organization annexed hereto as EXHIBIT A to be known as COLORFUL INSURANCE ...Party to this Agreement only upon good and sufficient cause which shall be defined as: material and substantial breach of the terms of ...

...of Organization annexed hereto as EXHIBIT A to be known as COLORFUL INSURANCE ...6.2 Each Party shall notify CIS of any and all litigation to which such Party ...

... to return commissions, if any, paid, payable or allowed as credit to the insured, provided that the premium therefor has been paid. Representations and Warranties of the Sellers. Except to the extent as may be set forth on the Disclosure Schedule annexed hereto as EXHIBIT A and by this reference made a part hereof, the Sellers, jointly and severally, do hereby warrant and represent to the Buyer as follows and agree that such warranties and representations are true, accurate and complete as of the date hereof, will be so ... program or agreement, whether reduced to writing or not, relating to the employees of the Agency. The Agency has not contributed to, nor does it have any past or present obligation to contribute to, any stock option plan or stock purchase plan or other plan designed to hold the stock of the Agency. All employee benefits plans set forth on SCHEDULE 3(l ) which are required to comply with the provisions of the Employee Retirement Income and Security Act of 1974 (" ERISA"), as amended, are in ... compliance therewith, and no act or omission by the Agency as of the date hereof and continuing through the Closing Date has created, or will create, any liability of the Agency, whether absolute or contingent, with respect to said plans pursuant to ERISA or otherwise except as set forth on the books and records of the Agency. Except to the extent, if at all, provided for on the financial statements of the Agency delivered to the Buyer, the Agency has not made, and prior to the Closing Date will not ...

...f Accounts annexed hereto, marked EXHIBIT "l(a)". Said accounts (hereinafter ... Accounts or the ability of the Seller and/or Stockholder to perform the trans...