AGREEMENT AND PLAN OF MERGER

EXHIBIT 2.1

 

AGREEMENT AND PLAN OF MERGER

 

THIS AGREEMENT AND PLAN OF MERGER, (hereinafter referred to as the “Agreement”) is made and entered into as of this 15 ^th day of October, 2004 (the “Closing Date”) by and between GREENHOLD GROUP, INC., a Florida corporation (hereinafter referred to as “GG”), JOHN D. HARRIS (the “Responsible Party”), and GOLF ACQUISITION, INC., a Florida corporation (hereinafter referred to as “GOLF”).

 

RECITALS

 

WHEREAS , GG and GOLF desire to merge GOLF with and into GG, whereby GG shall be the surviving entity pursuant to the terms and conditions set forth herein and whereby the transaction shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”), or alternatively as part of transfer to a controlled corporation under Section 351 of the IRC;

 

WHEREAS , in furtherance of such combination, each of the Boards of Directors of GG and GOLF have approved the merger of GOLF with and into GG (the “Merger”), upon the terms and subject to the conditions set forth herein, in accordance with Section 607.1108 of the Florida Business Corporation Act (the “FBCA”).

 

WHEREAS , GG presently has, issued and outstanding, a total of 28,775,040 shares of its common stock, par value $0.001 per share (“GG Common Stock”) and has no other equity securities issued and outstanding; and

 

WHEREAS , the shareholders of GOLF desire to exchange all of the issued and outstanding shares of common stock of GOLF (the “GOLF Shares”) for Two Hundred Thirty Seven Million Three Hundred Thousand (237,300,000) shares of GG Common Stock representing approximately 89% of the total issued and outstanding GG Common Stock on a fully diluted basis.

 

NOW, THEREFORE , in consideration of the premises and mutual representations, warranties and covenants herein contained, the parties hereby agree as follows:

 

ARTICLE I

 

THE MERGER

 

SECTION 1.1 (a) Merger and Plan of Reorganization . At the Effective Time (as defined in Section 1.1(b) hereof), and subject to and upon the terms and conditions of this Agreement and the FBCA, GOLF shall be merged with and into GG, the separate corporate existence of GOLF shall cease, and GG shall be the surviving entity. GG after the Effective Time is sometimes referred to herein as the “Surviving Corporation.” As consideration for its agreement to surrender their GOLF Shares and to approve the Merger, the shareholders of GOLF shall receive an aggregate of Two Hundred Thirty Seven Million Three Hundred Thousand (237,300,000) shares of authorized but previously unissued GG Common Stock (the “Merger Shares”).

 

(b) The Effective Time . As promptly as practicable after the satisfaction or waiver of the conditions set forth in Articles VII, VIII and IX hereof, the parties hereto shall cause the merger to be consummated by filing the Articles of Merger as contemplated by Section 607.1109 of the FBCA (the “Articles of Merger”), together with any required related documents, with the appropriate administrator, as indicated in the FBCA, in such form as required by, and executed in accordance with the relevant provision of the FBCA. The Merger shall be effective at the time indicated in such Articles of Merger (the “Effective Time”).

 

SECTION 1.2 Issuance of Merger Shares .

 

(a) At the Closing, GG shall cause to be issued and delivered to the shareholders of GOLF stock certificates evidencing their ownership of the Merger Shares.

 

(b) The Merger Shares to be issued hereunder are deemed “restricted securities” as defined by Rule 144 promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the shareholders of GOLF (i) are acquiring the Merger Shares for investment purposes only and without the intent to make a further distribution of the Merger Shares, (ii) are aware of the limits on resale imposed by virtue of the nature of the transactions contemplated by this Agreement, and (iii) have been given the opportunity to ask questions of, and receive answers from, the officers of GG regarding GG, its current and proposed business operations and the GG Common Stock, and the officers of GG have made available to such stockholder all documents and information that such stockholder has requested relating to an investment in GG.

 

(c) All Merger Shares to be issued under the terms of this Agreement shall be issued pursuant to exemptions from the registration requirements of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the restricted Merger Shares shall bear the following, or similar legend:

 

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

 

SECTION 1.3 Effects of the Merger .

 

(a) Articles of Incorporation . The Articles of Incorporation of GG, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation and thereafter may be amended or repealed in accordance with its terms and applicable law.

 

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(b) By-Laws . The By-laws of GG, as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation and thereafter may be amended or repealed in accordance with their terms or the Articles of Incorporation of the Surviving Corporation and as provided by applicable law.

 

(c) Directors of Surviving Corporation . The director of the Surviving Corporation immediately after Closing shall be Michael S. Hedge and Deborah Ryan until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

 

(d) Officers . The officers of the Surviving Corporation immediately after the Closing shall be: (i) Michael S. Hedge, who shall serve as Chief Executive Officer and President, (ii) Deborah Ryan, who shall serve as Chief Operating Officer, and (iii) Patrick Fox, who shall serve as Chief Financial Officer. Each such officer shall serve until the earlier of his or her resignation or removal or until his or her successor is duly appointed and qualified, as the case may be.

 

(e) Tax-Free Reorganization . The parties intend that the Merger shall be treated as reorganization pursuant to Section 368(a) of the IRC or, alternatively, a tax-free exchange pursuant to Section 351 of the IRC. No party shall take any action or fail to take any action that would adversely affect the treatment of the Merger as a tax-free reorganization or exchange.

 

SECTION 1.4 Closing . Unless this Agreement shall have been terminated pursuant to Section X, and subject to the satisfaction or waiver, if permissible, of the conditions set forth in Articles VII, VIII and IX hereof, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place (i) at the offices of Adorno & Yoss, at 2601 S. Bayshore Drive, Miami, Florida 33133, on October 1, 2004, so long as GOLF has theretofore purchased substantially all of the assets of Datrek Professional Bags, Inc. and Miller Golf Company, LLC, or (ii) at such other time, date or place as GOLF and GG may mutually agree.

 

ARTICLE II

 

REPRESENTATIONS AND WARRANTIES OF

GG AND THE RESPONSIBLE PARTY

 

As an inducement of GOLF to enter into this Agreement, GG and the Responsible Party hereby makes jointly and severally, as of the date hereof and as of the Closing Date, the following representations and warranties to GOLF and its shareholders.

 

SECTION 2.1 Organization of GG . GG and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, is duly qualified and in good standing as a foreign corporation in every jurisdiction in which such qualification is necessary, and has the corporate power and authority to own its properties and assets and to transact the business in which it is engaged. GG is a shell company with no assets or business operations. Schedule 2.1 contains a complete and accurate list for GG of its jurisdictions of incorporation and other jurisdictions in which it is qualified to do business. GG

 

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and the Responsible Party have all requisite corporate power and authority to execute and deliver this Agreement and all other documents executed in connection herewith and to consummate the transactions contemplated hereby and thereby, and have taken all corporate or other action necessary to consummate the transactions contemplated hereby and thereby and to perform their respective obligations hereunder and thereunder. No other corporate proceeding on the part of GG is necessary to authorize this Agreement, the Merger or to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing, no approval of this transaction by the shareholders of GG is required under applicable Law. This Agreement has been duly executed and delivered by GG and the Responsible Party and constitutes the legal, valid and binding obligation of GG and the Responsible Party, enforceable against them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, insolvency, reorganization, or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and except for general principles of equity.

 

SECTION 2.2 Capitalization of GG .

 

(a) The authorized capital stock of GG consists of One Billion (1,000,000,000) shares of Common Stock, par value $0.001 per share, of which Twenty Eight Million Seven Hundred Seventy Five Thousand Forty (28,775,040) shares of GG Common Stock are issued and outstanding as of the Closing. Schedule 2.2(a) contains a complete and accurate stockholder list of GG showing all GG capital stock issued and outstanding as of the date hereof. All shares of GG Common Stock currently issued and outstanding have been duly authorized and validly issued and are fully paid and non-assessable, and have been issued in compliance with any and all applicable federal and state laws or pursuant to appropriate exemptions therefrom. Except as set forth in Schedule 2.2(a), there are no options, warrants, rights, calls, commitments or agreements of any character obligating GG to issue any shares of its capital stock or other securities or any security representing the right to purchase or otherwise receive any such stock or other securities. The Merger Shares, when issued, will be duly authorized, validly issued, fully paid and non-assessable.

 

(b) Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal or right of any Person to cause any redemption of GG Common Stock or the merger or consolidation of GG with or into any other entity. GG is not under any obligation under any agreement to register any of its securities under federal or state securities laws.

 

(c) Except as set forth on Schedule 2.2(c), there are no corporations or other entities with respect to which (i) GG owns any of the outstanding stock or other interests, or (ii) GG may be deemed to be in control. Schedule 2.2(c) sets forth the authorized capital, as well as the issued and outstanding stock of each Subsidiary. There are no other classes or series of capital stock or other equity securities of any Subsidiary. All of the shares of common stock of the Subsidiaries were validly issued, are fully paid and nonassessable, and were not issued in violation of any preemptive or similar rights of any shareholder.

 

(d) There are no agreements among stockholders of GG, or otherwise, voting trusts, proxies or other agreements or understanding of any character, whether written or

 

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oral, with respect to or concerning the purchase, sale, transfer or voting of the GG Common Stock or any other security of GG.

 

(e) Except as set forth in Section 6.5 hereof, none of GG or the Responsible Party have any legal obligations, absolute or contingent, to any other Person or entity to sell the assets or to sell any capital stock or any other security of GG or to effect any merger, consolidation or other reorganization of GG or to enter into any agreement with respect thereto, except pursuant to this Agreement.

 

SECTION 2.3 Charter Documents . Certified copies of the Articles of Incorporation and By-laws of GG, as amended to date, have been delivered to GOLF prior to the Closing and are true, correct and complete copies thereof.

 

SECTION 2.4 Corporate Documents . The GG shareholders’ list as set forth on Schedule 2.4 and corporate minute books are complete and accurate as of the date hereof and the corporate minute books contain the recorded minutes of all corporate meetings or the written consents of shareholders and directors.

 

SECTION 2.5 Financial Statements .

 

(a) GG’s audited financial statements for the years ended December 31, 2001, 2002 and 2003, and reviewed financial statements for the quarters ended March 31, 2004 and June 30, 2002 (the audited and reviewed financial statements together, the “GG Financial Statements”), copies of which have been delivered to GOLF, are true and complete in all material respects, having been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis for the period covered by such statements, and fairly present, in accordance with generally accepted accounting principles, the consolidated financial condition of GG, and results of its operations for the periods covered thereby. GG maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed with management’s authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s authorizations and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any difference. GG has not engaged in any transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts or funds which have been and are reflected in the normally maintained books and records. Except as otherwise disclosed to GOLF in writing and as set forth herein, there has been no material adverse change in the business operations, assets, properties, prospects or condition (financial or otherwise) of GG taken as a whole from that reflected in the financial statements referred to in this Section 2.5(a).

 

(b) SEC Documents . GG has furnished GOLF with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by GG with the Securities and Exchange Commission (“SEC”) since January 1, 2000 and all correspondence from the SEC and any blue sky administrator with respect thereto (as such documents have since the time of their filing been amended, the “GG SEC Documents”) and since that date GG has timely filed with the SEC all documents required to be filed pursuant to

 

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Section 15(d) of the Exchange Act, including but not limited to, a statement of beneficial ownership on the appropriate form, by each Person known by GG to beneficially own more than five percent (5%) of the issued and outstanding Common Stock of GG and an Information Statement under Rule 14f-1 of the SEC describing the change of the Board of Directors of GG contemplated hereby. As of their respective dates, the GG SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such GG SEC Documents, and none of the GG SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of GG included in the GG SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, are accurate, complete and in accordance with the books and records of GG and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the reviewed statements, as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the reviewed statements, to normal, recurring audit adjustments) the consolidated financial position of GG as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Neither GG nor the Responsible Party is at this time, nor have they been at any time in the 5-year period immediately preceding the date of this Agreement, subject to any inquiry, investigation (formal or otherwise) by the SEC, National Association of Securities Dealers or any applicable state agency.

 

SECTION 2.6 Absence of Certain Changes or Events . Since the date of the latest GG Financial Statement and except as disclosed on Schedule 2.6, GG has not (i) issued or sold any promissory note, stock, bond, option or other security of which it was an issuer or other obligor, (ii) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, direct or indirect, (iii) incurred or suffered to be incurred any liability or obligation whatsoever, (iv) caused or permitted any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, (v) declared or made any dividend, payment or distribution to stockholders or purchased or redeemed or agreed to purchase or redeem any shares of its capital stock, (vi) reclassified its shares of capital stock, (vii) amended its Articles of Incorporation or By-Laws, (viii) acquired any equity interest in any other Person, or (ix) entered into any agreement or transaction except in connection with the execution and performance of this Agreement, and GG has have not entered into any Agreement to do any of the foregoing actions described in this Section 2.6.

 

SECTION 2.7 Liabilities . As of the date hereof, GG does not have any debts, liabilities or obligations of any nature, whether accrued, absolute, contingent, or otherwise, whether due or to become due, that are not fully reflected in the GG Financial Statements. As of the date hereof, such liabilities do not exceed $150,000 in the aggregate. GG has delivered releases in writing from certain obligees of liabilities of GG or its subsidiaries and such releases are legal, valid and binding obligations enforceable in accordance with their respective terms subject to the payment of $150,000 as described in Section 5.2, below. Schedule 2.7 includes true and correct copies of evidence of full payment and satisfaction of such liabilities or obligations reflected on the books of GG since January 1, 2002 or releases thereof. Schedule 2.7 also sets forth a list of obliges of GG for which releases have not been delivered by GG.

 

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SECTION 2.8 Tax Returns and Payments . All tax returns of GG (Federal, state, city, county or foreign) which are required by law to be filed on or before the date of this Agreement, have been duly filed and are complete and accurate in all respects. GG has paid all taxes due on said returns, any assessments made against GG and all other taxes, fees and similar charges imposed on GG by any governmental authority (other than those, the amount or validity of which is being contested in good faith by appropriate proceedings). No tax liens have been filed and no claims are being assessed with respect to any such taxes, fees or other similar charges. GG does not know of (i) any other tax returns or reports which are required to be filed which have not been so filed and (ii) any unpaid assessment for additional taxes for any fiscal period or any basis thereof.

 

SECTION 2.9 Required Authorizations . There have been or will be timely filed, given, obtained or taken, all applications, notices, consents, approvals, orders, registrations, qualifications, waivers or other actions of any kind required by virtue of execution and delivery of this Agreement by GG or the consummation by them of the transactions contemplated hereby.

 

SECTION 2.10 Compliance with Law and Government Regulations . GG is in compliance with, and is not in violation of, applicable federal, state, local or foreign statutes, laws and regulations (including without limitation, any applicable building, zoning or other law, ordinance or regulation) affecting GG or any of its properties or the operation of its business. GG is not subject to any order, decree, judgment or other sanction of any court, administrative agency or other tribunal.

 

SECTION 2.11 Litigation . There is no litigation, arbitration, Proceeding or investigation pending, or to the Knowledge of GG, threatened or anticipated to which GG is a party or which may result in any material change in the business or condition, financial or otherwise, of GG or in any of its properties or assets, or which might result in any liability on the part of GG, or which questions the validity of this Agreement or of any action taken or to be taken pursuant to or in connection with the provisions of this Agreement, and to the Knowledge of GG, there is no basis for any such litigation, arbitration, Proceeding or investigation. There are presently no outstanding judgments, decrees or orders of any court or any governmental or administrative agency against or affecting GG or any of its assets. All references to the “Knowledge of GG” in this Agreement shall mean the actual knowledge of GG or the knowledge that GG could reasonably be expected to have, after reasonable investigation and due diligence.

 

SECTION 2.12 Intellectual Property.

 

(a) GG does not use any patents, trademark, service mark, trade name, or copyright in its business, nor does it own any patents, trademarks, trade mark registrations or applications, trade names, service marks, copyrights, copyright registrations or applications. No Person owns any patents trademark, trade mark registration or application, service mark, trade name, copyright or copyright registration or application, the use of which is necessary or contemplated in connection with the operation of the business of GG.

 

(b) GG does not have knowledge of any facts and nothing has come to its attention that would lead it to believe that it has infringed or misappropriated or is infringing

 

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upon any trademark, copyright, patent or other similar right of any Person. No claim relating thereto is pending or, to the Knowledge of GG, is threatened.

 

SECTION 2.13 Governmental Consent . No consent, approval, authorization or order of, or registration, qualification, designation, declaration or filing with, any governmental authority on the part of GG is required in connection with the execution and delivery of this Agreement or the carrying out of any transactions contemplated hereby with the exception of the filing of the Articles of Merger with the Secretary of State of the State of Florida.

 

SECTION 2.14 Authority . GG and the Responsible Party have full power, authority and legal right to enter into this Agreement and to consummate the transactions contemplated hereby and thereby, and have taken all corporate or other action necessary to consummate the transactions contemplated hereby and thereby and to perform their respective obligations hereunder and thereunder. This Agreement upon its execution and delivery, is the legal, valid and binding obligation of GG and the Responsible Party, enforceable against GG and the Responsible Party, in accordance with its respective terms except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally.

 

SECTION 2.15 No Disqualifying Orders . None of GG or the Responsible Party or any of their affiliates, directors, officers or principals is subject to any disqualifying order under the “Bad Boy” provisions of the federal or any state’s securities law. As used herein, “Bad Boy” provisions include Rule 262 of Regulation A, Rule 507 of Regulation D and other similar disqualifying provisions of federal and state securities laws.

 

SECTION 2.16 Real Property . GG does not own or lease any real property.

 

SECTION 2.17 Contracts . Except for this Agreement and the agreements listed on Schedule 2.17 hereto, GG is not a party to any written or oral agreement including without limitation:

 

(a) any agreement (or group of related agreements) for the lease of personal property from or to third parties;

 

(b) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services;

 

(c) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company;

 

(d) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations);

 

(e) any agreement for the disposition of any significant portion of the assets or business of GG or any agreement for the purchase by GG of the assets or business of any other entity;

 

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(f) any agreement concerning confidentiality or noncompetition;

 

(g) any employment or consulting agreement;

 

(h) any agreement involving any current or former officer, director or stockholder of GG or an affiliate thereof;

 

(i) any agreement under which the consequences of a default or termination would reasonably be expected to have a material adverse effect on GG;

 

(j) any agreement which contains any provisions requiring GG to indemnify any other party; or

 

(k) any other agreement.

 

GG has delivered to GOLF a complete and accurate copy of each agreement listed in Schedule 2.17. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither GG nor, to the Knowledge of GG, is any other party, in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the Knowledge of GG, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by GG or, to the Knowledge of GG, any other party under such agreement.

 

SECTION 2.18 Powers of Attorney . There are no outstanding powers of attorney executed on behalf of GG.

 

SECTION 2.19 Insurance . Schedule 2.19 lists each insurance policy (including fire, theft, casualty, comprehensive general liability, workers compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements) to which GG is a party, all of which are in full force and effect. Such insurance policies are of the type and in amounts customarily carried by organizations conducting businesses or owning assets similar to those of GG. There is no material claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy. All premiums due and payable under all such policies have been paid, GG may not be liable for retroactive premiums or similar payments, and GG is otherwise in compliance in all material respects with the terms of such policies. GG has no knowledge of any threatened termination of, or premium increase with respect to, any such policy. Each such policy will continue to be enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing.

 

SECTION 2.20 Employee Benefits . GG does not sponsor or otherwise maintain a “pension plan” within the meaning of Section 3(2) of ERISA or any other retirement plan, nor do any unfunded liabilities exist with respect to any employee benefit plan, past or present. No employee benefit plan, any trust created thereunder or any trustee or administrator thereof has engaged in a “prohibited transaction,” as defined in Section 4975 of the IRC, which may have an adverse effect on the condition, financial or otherwise, of GG.

 

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SECTION 2.21 Permits . GG has all Permits that are or will be legally required to enable it to conduct its business in all material respects as now conducted.

 

SECTION 2.22 No Conflict or Violation; Consent . None of the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by GG or the Responsible Party with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of the governing documents of GG or the Responsible Party, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice of passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice under, or result in the creation of any encumbrance upon any of its respective assets under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or the arrangement to which GG or the Responsible Party is a party or by which GG or the Responsible Party is bound or to which any of its respective assets are subject, (c) violate any applicable regulation or court order or (d) impose any encumbrance on any assets. No notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Person (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by GG or the Responsible Party in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or thereby.

 

SECTION 2.23 Full Disclosure . None of the representations and warranties made by GG or the Responsible Party herein, or in any exhibit, certificate or memorandum furnished or to be furnished by GG, on its behalf pursuant hereto, contains or will contain any untrue statement of material fact, or omits any material fact, the omission of which would be misleading. The information with respect to GG which is to be included in any information statement or proxy statement to be sent to the shareholders of GG will not contain any untrue statement of material fact, or omit to state any material fact necessary to make the statement or fact contained herein not misleading.

 

SECTION 2.24 Transactions with Affiliates . No director or officer of GG or the Responsible Party or any member of his or her immediate family, is a party to any contract or other business arrangement or relationship of any kind with GG or the Responsible Party, or has an ownership interest in any business, corporate or otherwise, which is a party to, or in any property which is the subject of, business arrangements or relationships of any kind with GG or the Responsible Party.

 

SECTION 2.25 Environmental Matters .

 

(a) GG is in compliance with all Environmental Laws (as defined below);

 

(b) GG has no knowledge of an existing or potential Environmental Claim (as defined below), nor has GG or the Responsible Party received any notification or knowledge of alleged, actual or potential responsibility for, or any inquiry or investigation regarding, any disposal, release, or threatened release at any location of any Hazardous Substance (as defined below) stored, generated or transported by GG;

 

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