REPRESENTATIONS AND WARRANTIES OF OPEN LENDING
Open Lending hereby represents and warrants to Sellers as follows:
Section 3.1 Authority Relative to this Agreement. Open Lending has the requisite corporate power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Open Lending, and the consummation by Open Lending of the transactions contemplated hereby, including the purchase of the Seller Shares have been duly authorized by the disinterested members of Open Lendings board of directors and no other corporate or stockholder proceedings on the part of Open Lending are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Open Lending and constitutes the valid and binding obligations of Open Lending, enforceable against Open Lending in accordance with its terms, except as may be limited by bankruptcy, insolvency or other equitable remedies.
Section 3.2 Approvals. No material consent, approval, authorization or order of, or registration, qualification or filing with, any court, regulatory authority, governmental body or any other third party is required to be obtained or made by Open Lending for the execution, delivery or performance by Open Lending of this Agreement or the consummation by Open Lending of the transactions contemplated hereby.
Section 3.3 Funds. Open Lending will have as of the Closing sufficient cash available to pay the Sellers Purchase Price to each Seller, as the case may be, on the terms and conditions contained herein, and there will be no restriction on the use of such cash for such purpose.
Section 4.1 Additional Agreements. The parties shall and shall cause their subsidiaries (if applicable) to take such action and execute, acknowledge and deliver such agreements, instruments and other documents as the other party may reasonably require from time to time in order to carry out the purposes of this Agreement.
Section 4.2 Public Announcements. Except as may be required by applicable law, neither party hereto shall make any public announcements or otherwise communicate with any news media with respect to this Agreement or any of the transactions contemplated hereby (a Public Announcement), without prior consultation with the other parties as to the timing and contents of any such announcement or communications; provided, however, that nothing contained herein shall prevent any party from promptly making any filings with any governmental entity or disclosures with the stock exchange, if any, on which such partys capital stock is listed, as may, in its judgment, be required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
Section 4.3 Withholding. Open Lending shall pay the Sellers Purchase Price to each Seller, free and clear of, and without reduction or withholding for, any taxes. Notwithstanding the foregoing, each Seller shall indemnify Open Lending against any and all taxes (and any and all related losses, claims, liabilities, penalties, interest, and expenses) incurred by or asserted against Open Lending by the IRS or any other governmental authority as a result of Open Lendings failure to deduct and withhold the proper amount of tax from the Sellers Purchase Price for any reason, including, without limitation, the treatment of all or any portion of the Sellers Purchase Price as a distribution under Sections 302(d) and 301 of the Code.