Representations of Purchaser. Purchaser represents and warrants to the Seller as follows: 6.1. That Purchaser has been duly organized pursuant to the laws of the State of Delaware and that its Certificate of Incorporation has not been revoked or canceled nor has the Corporation been dissolved; 6.2. That there are no lawsuits pending against Purchaser or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions; 6.3. Purchaser is duly qualified and entitled to own or lease its respective properties and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted; 6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser; 6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairs. 6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock. 6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 3 contracts
Sources: Purchase and Sale Agreement (Suncoast Nutriceuticals, Inc.), Purchase and Sale Agreement (Suncoast Nutriceuticals, Inc.), Purchase and Sale Agreement (Suncoast Nutriceuticals, Inc.)
Representations of Purchaser. Purchaser represents In order to induce SELLER to enter into this Agreement, PURCHASER hereby represents and warrants warrants, with full knowledge that SELLER shall rely on such representations and warranties, that (a) PURCHASER is a duly formed and validly existing limited liability company duly qualified to the Seller as follows:
6.1. That Purchaser has been duly organized pursuant to the laws of do business in the State of Delaware and that its Certificate has full power and authority to consummate the transactions contemplated hereby; (b) this Agreement has been duly authorized by all necessary action on the part of Incorporation PURCHASER and has not been revoked or canceled nor has duly executed and delivered by PURCHASER and neither the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or Directorsexecution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are there any such lawsuits threatened or anticipated, nor are there any judgments, warrantsto be modified through Governmental Approvals as herein contemplated), or levies outstanding against Purchaser(3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified forms of indebtedness of PURCHASER outstanding on the date hereof; and entitled to own or lease its respective properties and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in (c) this Agreement constitutes a legal, valid and no statement made binding obligation of PURCHASER enforceable against PURCHASER in any certificate furnished in connection accordance with this transaction contains the terms thereof except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or will contain any knowingly untrue statement similar laws affecting the enforcement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser creditors’ rights generally and by legal and equitable limitations on the enforceability of the stock of Purchaser who is seeking full information as to Purchaser and its business affairsspecific remedies.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 3 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Representations of Purchaser. The Purchaser represents hereby represents, acknowledges and warrants its representation of, understanding of and confirmation of the following:
(a) Purchaser has such knowledge and experience in financial and business matters such that Purchaser is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision, and does not require a representative in evaluating the merits and risks of an investment in the Securities;
(b) The Purchaser realizes that the Securities cannot readily be sold as they will be restricted securities and therefore the Securities must not be accepted unless the Purchaser has liquid assets sufficient to assure that the Purchaser can provide for current needs and possible personal contingencies;
(c) The Purchaser confirms and represents that it is able (i) to bear the economic risk of the Securities, (ii) to hold the Securities for an indefinite period of time, and (iii) to afford a complete loss of the Securities;
(d) The Purchaser is aware of, has received and had an opportunity to review (A) the (i) Company’s Annual Report on Form 10-K for the year ended December 31, 2018; and (ii) the Company’s Quarterly Reports on Form 10-Q and current reports on Form 8-K (which filings can be accessed by going to h▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇/search.htm, typing “Verus International” in the “Company name” field, and clicking the “Search” button), in each case (i) through (ii), including the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and related business disclosures described therein (collectively the “Disclosure Documents”) and an independent investigation made by it of the Company; (B) has, prior to the Seller as follows:
6.1. That Purchaser has date of this Agreement, been duly organized pursuant given an opportunity to the laws review material contracts and documents of the State Company as filed with the Securities and Exchange Commission; and (C) is not relying on any oral representation of Delaware and that its Certificate of Incorporation has not been revoked the Seller or canceled nor has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or Directorsany other person, nor are there any such lawsuits threatened written representation or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified and entitled to own or lease its respective properties and to carry on its business all as and in assurance from the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished Seller; in connection with this transaction contains Purchaser’s acceptance of the Shares and investment decision in connection therewith;
(e) The Purchaser has reviewed the designations providing for the rights and preferences of the Securities[1]; and 1 h▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/e▇▇▇▇/data/1430523/000149315219001779/ex3-1.htm and
(f) Purchaser understands and agrees that a legend has been or will contain be placed on any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairs.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par valuecertificate(s) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant document(s) evidencing the Securities Act of 1933, as amended, in order to facilitate substantially the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.following form:
Appears in 2 contracts
Sources: Stock Purchase Agreement (Monaker Group, Inc.), Stock Purchase Agreement (Monaker Group, Inc.)
Representations of Purchaser. Purchaser represents hereby represents and warrants to the Seller Company as follows:
6.1. That (a) Purchaser has been duly organized pursuant read and understands the Plan and the Option Agreement and agrees to the laws of the State of Delaware abide by and that its Certificate of Incorporation has not been revoked or canceled nor has the Corporation been dissolved;be bound by their respective terms and conditions.
6.2. That there are no lawsuits pending against Purchaser or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. (b) Purchaser is duly qualified acquiring the Shares for Purchaser’s own account and entitled to own or lease its respective properties and to carry on its business all as and in the places where such properties Shares are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation being acquired by Purchaser for the purpose of investment and not with a view to distribution or by its Officers made resale thereof in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement violation of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairs.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 19331933 (the “Securities Act”). Purchaser understands the Shares have not been registered under the Securities Act or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such registration is available. Purchaser shall not resell or otherwise dispose of all or any part of the Shares except as amendedpermitted by law, including, without limitation, any regulations under the Securities Act and other applicable securities laws. Purchaser understands that the Company does not have any present intention and is under no obligation to register the Shares under the Securities Act and other applicable securities laws. Purchaser understands that all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE.”
(c) Purchaser is able to bear the economic risk of this investment including a complete loss of the investment. Notwithstanding the foregoing, the representations and warranties contained in order to facilitate this paragraph 4 shall be applicable only if the distribution of said Shares to Company does not have an effective registration statement on Form S-8 covering the Shareholders of Seller as set forth in Paragraph 5.3 abovePlan on file with the Securities and Exchange Commission on the date hereof.
Appears in 2 contracts
Sources: Consulting Agreement (Trupanion Inc.), Consulting Agreement (Trupanion Inc.)
Representations of Purchaser. Purchaser represents hereby represents and warrants to the Seller as follows:
6.1. That (a) Purchaser has been duly organized pursuant full legal power to the laws of the State of Delaware execute and that deliver this Agreement and to perform its Certificate of Incorporation has not been revoked or canceled nor has the Corporation been dissolved;
6.2obligations hereunder. That there are no lawsuits pending against All acts required to be taken by Purchaser or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified and entitled to own or lease its respective properties enter into this Agreement and to carry on out the transactions contemplated hereby and thereby have been properly taken; and this Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable in accordance with its business all as terms. The execution, delivery and performance of this Agreement by Purchaser in accordance with its terms will not, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the places where such properties are now owned creation of any encumbrance pursuant to, or such businesses are conducted;require the consent of any third party or governmental authority.
6.4. (b) Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties an “accredited investor” in accordance with Rule 504 of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser Regulation D of the stock of Purchaser who is seeking full information as to Purchaser and its business affairs.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Exchange Act of 19331934, as amended.
(c) The Purchaser understands and agrees that the Shares cannot be transferred or assigned and that there is and will be no public market therefore, and, accordingly, that it may not be possible for the Purchaser readily, if at all, to liquidate this investment in order to facilitate the distribution Shares in case of said Shares an emergency or otherwise and that the stock certificate(s) issued to the Shareholders of Seller as set forth Purchaser in Paragraph 5.3 aboveaddition to any other legends that may be imposed thereon, will contain the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY OTHER APPLICABLE STATE SECURITIES ACT. THE SECURITIES MAY NOT BE PLEDGED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING THE SECURITIES OR AN OPINION OF QUALIFIED COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”
Appears in 2 contracts
Sources: Stock Purchase Agreement (Enhance Skin Products Inc), Stock Purchase Agreement (Enhance Skin Products Inc)
Representations of Purchaser. Purchaser represents hereby represents and warrants to Sellers as of the Seller date hereof and as followsof the Closing Date that:
6.1. That Purchaser has been (a) Purchaser's Manager is a corporation duly organized pursuant to formed, validly existing and in good standing under the laws of the State of Delaware California. Purchaser is a limited liability company, duly formed and that validly existing and in good standing under the laws of the State of California, having its Certificate of Incorporation has not been revoked or canceled nor registered office at its address set forth above. Purchaser's Manager has the Corporation power and authority to execute and deliver on behalf of Purchaser the Transaction Documents to which the Purchaser is a party and to perform the terms hereof and thereof and to consummate the transactions contemplated hereby and thereby.
(b) Each of the Transaction Documents to which Purchaser is a party has been dissolved;
6.2. That there are no lawsuits pending against duly authorized by all necessary limited liability company and corporate action on the part of Purchaser and Purchaser's Manager, respectively, and each has been, or upon their execution and delivery will be, duly executed and delivered by Purchaser, and neither the execution and delivery of any Transaction Document nor the consummation of the transactions contemplated herein or therein, nor compliance by Purchaser with any of the terms and provisions hereof or thereof, will contravene or result in any breach of, or constitute any default under, an indenture, mortgage, loan or credit agreement, charter or similar document, by-laws or other agreement or instrument to which Purchaser is a party or by which Purchaser or its Officers properties may be bound or Directorsaffected or by any applicable law.
(c) Each of the Transaction Documents to which Purchaser is a party will upon their execution by Purchaser constitute, the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors’ rights generally.
(d) None of the execution, delivery or performance by Purchaser of the Transaction Documents or any other document or instrument required to be executed and delivered by Seller in connection herewith or therewith, nor are there the consummation by Purchaser of any such lawsuits threatened of the transactions contemplated hereby or anticipatedthereby, nor are there requires (i) the consent, approval or authorization of, the giving of notice to, the registration, recording or filing of any judgments, warrantsdocuments with, or levies outstanding against the taking of any other action in respect of, any governmental authority, or (ii) the approval or consent of any trustee, holders of any indebtedness of Purchaser, or its propertyany other person, nor are there any tax examinations except such as have been obtained or proceedings pending relating to taxes effected on or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified and entitled to own or lease its respective properties and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor prior to the knowledge effective date hereof or, if so permitted, the Closing Date, and which shall remain in full force and effect on the Closing Date, and copies of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as same shall have been delivered to Purchaser and its business affairs.
6.6. Purchaser at the time of prior to the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stockDate.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 2 contracts
Sources: Rail Car Purchase and Sale Agreement (PLM Equipment Growth Fund Iv), Rail Car Purchase and Sale Agreement (PLM Equipment Growth Fund Ii)
Representations of Purchaser. Purchaser represents hereby represents and warrants to the Seller as follows:
6.1. That (a) Purchaser has been is a corporation duly organized pursuant to organized, validly existing and in good standing under the laws of the State state of Delaware and that its Certificate of Incorporation has not been revoked or canceled nor New York;
(b) Purchaser has the Corporation been dissolvedrequisite power and authority to execute and deliver this Agreement and any other agreements or instruments contemplated by this Agreement to be executed by Purchaser and to perform its obligations hereunder and thereunder;
6.2. That there are no lawsuits pending (c) This Agreement has been duly executed and delivered by Purchaser and this Agreement constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or its Officers affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or Directorsat law) and an implied covenant of good faith and fair dealing;
(d) When executed and delivered as provided in this Agreement, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against each other agreement and instrument contemplated hereby to be executed by Purchaser will be a valid and binding obligation of Purchaser, or enforceable against Purchaser in accordance with its propertyterms, nor are there any tax examinations or proceedings pending subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws relating to taxes or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing;
(e) None of the execution and delivery of this Agreement and any other assessments against agreements or instruments contemplated by this Agreement to be executed by Purchaser, nor has the consummation by Purchaser at of the Transactions or compliance by Purchaser with any of the provisions hereof or thereof will (i) conflict with or constitute a breach of or default under any of its charter or bylaws, (ii) result in a violation or breach of, or constitute (with or without notice or lapse of time taken or both) a default (or give rise to any insolvency third party right of termination, cancellation, material modification or bankruptcy actionsacceleration) under, any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which Purchaser is a party or by which Purchaser or any of its properties or assets may be bound, (iii) violate any order, writ, injunction, decree, judgment, statute, rule or regulation application to Purchaser or any of its properties or assets or (iv) except for applicable requirements of the HSR Act, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Entity, except with respect to the foregoing clauses (ii)-(iv) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Purchaser to consummate the Transactions;
6.3. (f) Purchaser (i) is duly qualified a sophisticated Person with respect to the purchase of the Claims and entitled the WCG Note, (ii) is able to own or lease its respective properties bear the economic risk associated with the purchase of the Claims and the WCG Note, (iii) has adequate information concerning the business and financial condition of the Debtors and the status of the Bankruptcy Case to carry on its business all make an informed decision regarding the purchase of the Claims and the WCG Note, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect purchase of rights and assumption of liabilities of the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made type contemplated in this Agreement and no statement (v) has independently and without reliance upon Seller, and based on such information as Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Purchaser has relied upon Seller's express representations and warranties in this Agreement. Purchaser acknowledges that Seller has not given Purchaser any certificate furnished investment advice, credit information or opinion on whether the purchase of the Claims and the WCG Note is prudent;
(g) No broker, finder or other Person acting under Purchaser's authority is entitled to any broker's commission or other fee in connection with the Transactions for which Seller could be responsible;
(h) Purchaser has and will have on the Closing Date sufficient funds available to it to pay the Purchase Price and all contemplated fees and expenses of Purchaser related to the Transactions; and
(i) Except for the representations and warranties contained in this transaction contains Section 3.02, neither Purchaser nor any other Person makes any other express or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, implied representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairsSeller.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Williams Communications Group Inc), Purchase and Sale Agreement (Leucadia National Corp)
Representations of Purchaser. The Purchaser represents hereby continuously represents and warrants to that, during the Seller term of this Agreement and so long as followsthe Loan remains outstanding:
6.1. That (a) The Purchaser has been is a limited liability company duly organized pursuant to formed, validly existing and in good standing under the laws of the State of Delaware and that its Certificate of Incorporation has not been revoked or canceled nor has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or DirectorsDelaware, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified to do business and entitled is in good standing as a foreign limited liability company in all states where such qualification is required, has all necessary limited liability company power and authority to own enter into this Agreement and each of the other Loan Documents to which it is a party and to perform all of its obligations hereunder and thereunder.
(b) The Purchaser has all requisite right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and each other Loan Document to which it is a party and this Agreement and each other Loan Document to which the Purchaser is a party are the legal, valid and binding obligations of the Purchaser and are enforceable against the Purchaser in accordance with their terms.
(c) The execution, delivery and performance by the Purchaser of this Agreement and each of the Loan Documents to which it is a party does not and shall not (i) violate any provision of any Law, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Purchaser; (ii) violate any provision of its charter documents, bylaws, limited liability company agreement, operating agreement or partnership agreement, as applicable; or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Purchaser is a party or by which it or any of its respective assets or properties may be bound or affected; and the Purchaser is not in default of any such Law, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.
(d) No consent, approval, license, exemption of or filing or registration with, giving of notice to, or other authorization of or by, any court, administrative agency or other governmental authority is or shall be required in connection with the execution, delivery or performance by the Purchaser of this Agreement and each other Loan Document for the valid consummation of the transactions contemplated hereby or thereby.
(e) No event has occurred and is continuing which constitutes a Default or an Event of Default. There is no action, suit, proceeding or investigation pending or threatened against or affecting the Purchaser before or by any court, administrative agency or other governmental authority that brings into question the validity of the transactions contemplated hereby, or that might result in any Material Adverse Effect.
(f) The Purchaser is solvent, generally able to pay its obligations as they become due, has sufficient capital to carry on its business and transactions and all as businesses and transactions in which it intends to engage, and the current value of the Purchaser’s assets, at fair saleable valuation, exceeds the sum of its liabilities. The Purchaser shall not be rendered insolvent by the execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and the capital remaining in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party now and shall not foreseeably become unreasonably small to any pending or threatened litigation permit the Purchaser to carry on its business and transactions and all businesses and transactions in which might adversely affect the financial condition, business operations, or properties of Purchaserit is about to engage. The Purchaser does not intend to, nor does it reasonably believe it shall, incur debts beyond its ability to repay the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information same as to Purchaser and its business affairsthey mature.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Manchester Inc), Sale and Servicing Agreement (Manchester Inc)
Representations of Purchaser. Purchaser represents hereby makes, as of the date hereof and warrants to as of the Seller as followsClosing, the following representations and warranties:
6.1. That (a) Purchaser has been is a corporation duly organized pursuant to organized, validly existing, and in good standing under the laws of the State of Delaware Nevada and that its Certificate of Incorporation has not been revoked or canceled nor full corporate power and has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified and entitled to own or lease its respective properties and authority to carry on its business as now conducted.
(b) Purchaser has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been or will, prior to the Closing, be duly authorized by Purchaser’s Boards of Directors. The execution and performance of this Agreement will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument or document to which Purchaser is a party or to which it is otherwise subject and will not violate any judgment, decree, order, writ, law, rule, statute, or regulation applicable to Purchaser or its properties or to which Purchaser will, by Closing, be a party and, to the extent required, Purchaser has, or will have by Closing, obtained all necessary approvals or consents required by any agreement to which it is a party. The execution and performance of this Agreement will not violate or conflict with any provision of the Purchaser’s Certificates of Incorporation or Bylaws.
(c) Purchaser has delivered to Seller, or will deliver prior to the Closing, a true and complete copy of its audited financial statements for the fiscal years ended December 31, 2010, and 2009 and its unaudited financial statements for the nine-month period ended September 30, 2011 (the “Purchaser Financial Statements”). The Purchaser Financial Statements are complete, accurate and fairly present the financial condition of Purchaser as of the dates thereof and the results of its operations for the periods then ended. There are no material liabilities or obligations, either fixed or contingent, not reflected therein. The Purchaser Financial Statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Purchaser as of the dates thereof and the results of its operations and changes in financial position for the periods then ended.
(d) Except as otherwise disclosed in writing to Seller, since September 30, 2011, there have not been any material adverse changes in the financial position of Purchaser except changes arising in the ordinary course of business, which changes will not materially and adversely affect the financial position, business or operations of Purchaser.
(e) Except as and to the extent as may be set forth in an attachment annexed hereto, Purchaser is not a party to any material pending litigation or, to the knowledge of its executive officers, any governmental investigation or proceeding, not reflected in the places where Purchaser Financial Statements and no litigation, claims, assessments or any governmental proceedings are threatened in writing against Purchaser.
(f) Purchaser has filed all federal, state, county and local income, excise, property and other tax, governmental and/or other returns, forms, filings, or reports, which are due or required to be filed by it prior to the date hereof and have paid or made adequate provision in the Purchaser Financial Statements for the payment of all taxes, fees, or assessments which have or may become due pursuant to such properties are now owned returns, filings or such businesses are conducted;
6.4reports or pursuant to any assessments received. Purchaser is not party delinquent or obligated for any tax, penalty, interest, delinquency or charge and there are no tax liens or encumbrances applicable to it.
(g) As of the date of this Agreement, Purchaser’s authorized capital stock consists of one hundred million (100,000,000) shares of common stock, $0.00001 par value, of which one million five hundred thousand (1,500,000) shares are presently issued and outstanding, which does not reflect the 7.75 shares for one share forward stock split described in Section 5(a) above to be effective prior to the Closing. All outstanding shares of Purchaser common stock are, and will be at the Closing, duly authorized, validly issued, fully paid and nonassessable. There are no existing options, calls, claims, warrants, preemptive rights, registration rights or commitments of any character relating to the issued or unissued capital stock or other securities of Purchaser.
(h) As of the date hereof and at the Closing, the shares of Purchaser’s common stock to be issued and delivered to Seller in consideration for the Products will, when so issued and delivered, constitute duly authorized, validly and legally issued, fully-paid and nonassessable shares of Purchaser common stock, free and clear of all liens, claims and encumbrances.
(i) Prior to the Closing, Purchaser will make available for inspection by Seller or its authorized representative, from time to time as requested by Seller, copies of Purchaser’s financial records, minute books, and related documents. All documents and information regarding Purchaser that have been or will be provided to Seller by Purchaser, or set forth in any document or other communication disseminated to any former, existing or potential stockholders of Purchaser, to the public or filed with the SEC, FINRA, or any federal or state securities and/or financial regulators or authorities, are true, complete, accurate in all material respects, not misleading, and were and are in full compliance with all securities laws and regulations
(j) Purchaser is and has been in material compliance with, and has conducted any business owned or operated by it in compliance with all applicable laws, orders, rules and regulations of all governmental bodies and agencies, including, without limitation, all applicable securities and/or financial regulatory laws and regulations, including, but not limited to, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and environmental laws and regulations, except where such noncompliance has and will have, in the aggregate, no material adverse affect on the business, financial condition, operations or assets of Purchaser. Purchaser has not received notice of any noncompliance with the foregoing, nor is it aware of any claims or threatened claims in connection therewith. As of the date of this Agreement, Purchaser is, and as of the Closing, Purchaser will be, current in its periodic reporting obligations to the SEC pursuant to the Securities Exchange Act.
(k) Except as and to the extent specifically disclosed in this Agreement and as may be specifically disclosed or reserved against as to amount in the latest balance sheet contained in the Purchaser Financial Statements provided to Seller, there is no basis for any assertion against Purchaser of any material liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due including, without limitation, any liability for taxes, including e-commerce sales or other taxes, interest, penalties and other charges payable with respect thereto. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will;
(i) Result in any payment, whether severance pay, unemployment compensation or otherwise, becoming due from Purchaser to any person or entity, including without limitation, any employee, director, officer;
(ii) Increase any benefits otherwise payable to any person or entity, including without limitation, any employee, director, officer or affiliate; or
(iii) Result in the acceleration of the time of payment or vesting of any such benefits.
(l) No aspect of Purchaser’s business, operations or assets is of such a character as would restrict or otherwise hinder or impair Purchaser from carrying on its business as presently being conducted and as anticipated following consummation of this Agreement.
(m) All shares of Purchaser’s outstanding common stock have been issued pursuant to an appropriate exemption from registration under the Securities Act and all applicable state securities laws. There are no outstanding, pending or threatened litigation which might adversely affect the financial condition, business operations, stop orders or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened other actions or pending governmental or regulatory investigation, inquiry, or proceeding investigations relating thereto involving Purchaser;federal and state securities laws.
6.5. (o) No representation or warranty by Purchaser or by its Officers made contained in this Agreement and no statement made contained in any certificate certificate, schedule or other communication furnished pursuant to or in connection with this transaction contains the provisions hereof, contains or will contain any knowingly untrue statement of a material fact fact, or omits or will omit to state any a material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairs.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate make the distribution of said Shares to the Shareholders of Seller statements therein not misleading. Except as set forth specifically indicated elsewhere in Paragraph 5.3 abovethis Agreement, all documents delivered by Purchaser in connection herewith, have been and will be complete originals, or duplicate copies thereof.
Appears in 2 contracts
Sources: Patent Acquisition Agreement (Eastgate Acquisitions Corp), Patent Acquisition Agreement (Eastgate Acquisitions Corp)
Representations of Purchaser. Purchaser represents hereby represents and warrants to the Seller Principal Stockholders as follows:
6.1. That (a) Purchaser has been is a corporation duly organized pursuant to organized, validly existing and in good standing under the laws of the State of Delaware and that has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
(b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser and is a valid and binding agreement of Purchaser enforceable against it in accordance with its Certificate terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of Incorporation has general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or in equity).
(c) The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby do not been revoked and shall not (including with notice or canceled nor has lapse of time or both):
(i) contravene or conflict with the Corporation been dissolvedcertificate of incorporation or the bylaws of Purchaser;
6.2. That there are no lawsuits pending against (ii) result in any violation or the breach of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration or any payments under, or result in a loss of a benefit or in the creation or imposition of a lien under, any of the terms, conditions or provisions of any note, lease, mortgage, indenture, license, agreement or other instrument or obligation to which Purchaser is a party or by which Purchaser or any of its Officers assets may be bound;
(iii) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or Directorsregulation applicable to Purchaser in such a manner as would, nor are there individually or in the aggregate, reasonably be expected to materially impair the ability of Purchaser to perform its obligations under this Agreement or prevent or delay the consummation of any such lawsuits threatened of the transactions contemplated by this Agreement; or
(iv) require any consent, approval, order, authorization or anticipated, nor are there any judgments, warrantspermit of, or levies outstanding against Purchaserregistration or filing with or notification to, or its property, nor are there any tax examinations or proceedings pending relating to taxes Governmental Entity or other assessments against Purchaserparty.
(d) Purchaser does not, nor has Purchaser and will not at any time taken during the term of this Agreement, directly or indirectly, own, beneficially or of record, any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified and entitled to own or lease its respective properties and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairs.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Company Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stockStock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 2 contracts
Sources: Merger Agreement (United Online Inc), Voting and Support Agreement (FTD Group, Inc.)
Representations of Purchaser. The Purchaser represents hereby represents and warrants that effective this date and the Closing Date, the representations listed below are true and correct:
a. The Purchaser has the unqualified right to transfer and dispose of the Convertible Preferred Stock.
b. The shares of Convertible Preferred Stock constitute validly issued shares of the Purchaser, fully paid and non-assessable.
c. The Purchaser has provided the Seller with the complete and accurate financial statements of the Purchaser from its inception until the date of this Agreement. There are no liabilities, either fixed or contingent which are not disclosed therein.
d. The Purchaser is involved in any pending litigation or governmental investigation or proceeding and, to the Seller best knowledge of Purchaser, no litigation, claims assessments, or governmental investigation or proceeding is threatened against the Purchaser or its properties.
e. As of the Closing Date, the Purchaser will be in good standing in its state of incorporation, and will be in good standing and duly qualified to do business in each state where required to be so qualified.
f. To the best of Purchaser's information, the Purchaser has complied with all state, federal and local laws in connection with its formation, issuance of securities, organization, capitalization and operations, and no contingent liabilities have been threatened or claims made, and no basis for the same exists with respect to said operations, formation or capitalization, including claims for violation of any state or federal securities laws.
g. The Purchaser and its subsidiaries has filed all governmental, tax or related returns and reports due or required to be filed and has paid all taxes or assessments which have become due as follows:of closing.
6.1. That h. The Purchaser has not breached any agreement to which it is a party.
i. The Corporation has subsidiary with which it engages in business.
j. The execution of this Agreement will not violate or breach any agreement, contract, or commitment to which the Purchaser is a party and has been duly organized pursuant authorized by all appropriate and necessary action.
k. At the date of this Agreement Purchaser has, and at the Closing Date, will have to the laws best of their knowledge, disclosed all events, conditions and facts materially affecting the business and prospects of the State of Delaware and that its Certificate of Incorporation Purchaser. Purchaser has not been revoked or canceled nor has now and will not have, at the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or DirectorsClosing Date, nor are there withheld knowledge of any such lawsuits threatened or anticipatedevents, nor are there any judgmentsconditions, warrantsand facts which it knows, or levies outstanding against Purchaserhas reasonable grounds to know, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified and entitled to own or lease its respective properties and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely may materially affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser prospects of the stock of Purchaser who is seeking full information as to Purchaser and its business affairsCorporation.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 1 contract
Sources: Stock Purchase Agreement (Online Gaming Systems Inc)
Representations of Purchaser. Purchaser represents represents and warrants to the Seller as followsVendor that:
6.1. That (a) Purchaser has been is an unlimited liability company duly organized pursuant to and validly subsisting under the laws of its jurisdiction of incorporation and the State laws of Delaware and that its Certificate those jurisdictions in which it is required to be registered for the purposes of Incorporation has not been revoked or canceled nor this transaction;
(b) Purchaser has the Corporation been dissolvedcorporate power and authority to execute and deliver this Agreement and to perform all obligations under this Agreement;
6.2. That there are no lawsuits pending against (c) the execution and delivery of this Agreement and the completion of the purchase of the Assets in accordance with the terms of this Agreement do not and will not violate or conflict with any provision of:
(i) the charter, bylaws or equivalent governing documents relating to Purchaser or its Officers any statute, rule or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against regulation applicable to Purchaser, or
(ii) any agreement or its property, nor are there any tax examinations or proceedings pending relating instrument to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. which Purchaser is duly qualified a party or by which it is bound and entitled of which Purchaser has knowledge or any judgment, decree or order applicable to own or lease its respective properties and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in (d) this Agreement and no statement made all documents executed and delivered pursuant to this Agreement are legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms;
(e) Purchaser has not incurred any certificate furnished liability, contingent or otherwise, for broker's or finder's fees for this transaction for which Vendor will have any obligation or liability;
(f) Purchaser is a "non-Canadian" as that term is defined in the Investment Canada Act (Canada); and
(g) all regulatory approvals needed by Purchaser in connection with the transaction contemplated by this transaction contains or Agreement will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairs.
6.6. Purchaser at the time of either be obtained by the Closing Date or are not required, except notification under the Investment Canada Act (Canada) which shall be filed within 30 days before Closing Date, if required, and the applicable waiting period under the Competition Act (Canada) will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at expired before the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stockClosing Date.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pacific Energy Partners Lp)
Representations of Purchaser. As an inducement to Reliance to enter into this Agreement, Purchaser represents represents and warrants to the Seller as followsReliance that:
6.1. That (a) Purchaser has been duly organized is acquiring the Shares to be purchased pursuant to this Agreement for investment purposes, for Purchaser's own account and with no present intention of distributing or reselling the Shares in any transaction which would be in violation of the securities laws of the United States of America or any state thereof or the insurance laws of any state.
(b) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act.
(c) Purchaser is aware that (i) the Shares are "restricted securities" as defined in the Securities Act and are therefore subject to restrictions on resale and (ii) the Company has no obligation to register the Shares for resale except, subject to the Company providing any requisite consent, pursuant to the Purchase Agreement.
(d) In entering into the transaction contemplated hereby, Purchaser is not relying upon any representations or warranties made by Seller, except for those expressly set forth in this Agreement.
(e) Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and that has all requisite power and authority to enter into and perform its Certificate obligations under this Agreement and to consummate the transaction contemplated hereby. The execution and delivery of Incorporation has not been revoked or canceled nor has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against this Agreement by Purchaser, or the performance by Purchaser of its propertyobligations hereunder and the consummation by Purchaser of the transaction contemplated hereby have been duly authorized by all requisite action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser. This Agreement constitutes a legal, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified valid and entitled to own or lease its respective properties and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties binding obligation of Purchaser, nor enforceable against it in accordance with its terms.
(f) Purchaser has sufficient cash available to it to consummate the purchase of the Shares contemplated hereby without the need for any financing other than that which is already available or committed to Purchaser without material condition; provided that Purchaser hereby expressly acknowledges and agrees that the ability of Purchaser to obtain the necessary funds from such financing shall not be a condition to the knowledge consummation of the transaction contemplated hereby.
(g) Neither the execution and delivery of this Agreement, nor the consummation of the transaction contemplated hereby conflicts with or results in a breach of any of the provisions of, or constitutes a default (or event which with the giving of notice or lapse of time or both, would become a default) under, any material indenture, mortgage, lease or loan agreement to which Purchaser is there bound or violates any threatened statute, regulation, rule, judgment, order, decree or pending other restriction of any government, governmental agency or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5court to which Purchaser is subject. No representation notice to, filing with or authorization, consent or approval of, any government or governmental agency by Purchaser is necessary for the consummation of the transaction contemplated by the Agreement, except that Purchaser will be required to make a notification under the Hart-▇▇▇t▇ ▇▇▇▇▇▇ ▇▇▇i-trust Improvements Act of 1976, as amended (the "HSR Act"), file Forms A with the insurance regulatory authorities in the States of California and Texas and make such other filings as may be necessary with applicable insurance regulatory authorities in the United States having jurisdiction over Purchaser with relation to the purchase of the Shares (the Form A filings and other filings with insurance regulatory authorities in the United States being hereinafter referred to as the "Insurance Filings" and the notification under the HSR Act and the Insurance Filings being hereinafter collectively referred to as the "Purchaser Regulatory Filings") and obtain the approvals, non-disapprovals or by its Officers made in comparable responses (including the expiration or termination of waiting periods) of the applicable regulatory entities for the purchase of the Shares and although Purchaser will be required to file a Form 3 and a Schedule 13D under the Exchange Act. Purchaser acknowledges that the Company will be required to file an HSR notification.
(h) All negotiations relating to this Agreement and no statement made in the transaction contemplated hereby have been carried on without the intervention of any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock person acting on behalf of Purchaser who is seeking full information in such manner as to Purchaser and its business affairsgive rise to any valid claim against Seller for any brokerage or finder's commission, fee or similar compensation.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 1 contract
Sources: Stock Purchase Agreement (Fairfax Financial Holdings LTD/ Can)
Representations of Purchaser. The Purchaser represents represents, warrants and warrants covenants to the Seller as followsLithium that:
6.1. That (a) The Purchaser has been is duly organized pursuant to incorporated, validly existing and in good standing under the laws of the State Province of Delaware British Columbia, Canada, and is qualified to do business in that its Certificate of Incorporation has not been revoked or canceled nor province. Purchaser has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified requisite corporate power and entitled to own or lease its respective properties and capacity to carry on business as presently conducted, to enter into this Agreement, and to perform all of its business all as and in the places where such properties are now owned or such businesses are conducted;obligations hereunder.
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties (b) The entering into of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and the performance by the Purchaser of its obligations hereunder will not violate or conflict with its articles of incorporation or any applicable law or any order, decree or notice of any court or other governmental agency, nor conflict with, or result in a breach of, or accelerate the performance required by any contract or other commitment to which the Purchaser is a party or by which it is bound.
(c) All requisite corporate actions on the part of the Purchaser, and on the part of its officers, directors and shareholders, necessary for the execution, delivery and performance by it of this Agreement and all other agreements contemplated hereby, have been taken. This Agreement and all agreements and instruments contemplated hereby are, and when executed and delivered by it (assuming valid execution and delivery by the other party), will be legal, valid and binding obligations of its enforceable against it in accordance with their respective terms. Notwithstanding the foregoing, no statement representation is made as to the availability of equitable remedies for the enforcement of this Agreement. Additionally, this representation is limited by applicable bankruptcy, insolvency, moratorium, and other similar laws affecting generally the rights and remedies of creditors and secured parties.
(d) The Purchaser has obtained all consents required under any agreement to which it is a party and all required consents and approvals from governmental agencies and any stock exchange, as necessary for it to execute, deliver and perform its obligations under this Agreement.
(e) All negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by Purchaser in such manner as not to give rise to any certificate furnished valid claim against Lithium or any third party for a brokerage commission, finder's fee or other fee or commission arising by reason of the transactions contemplated by this Agreement.
(f) The Consideration Shares will be, upon their issuance, duly authorized and validly allotted and issued as fully paid and non-assessable shares in connection with this transaction contains or will contain the capital of the Resulting Issuer, free and clear of any knowingly untrue statement of a material fact or omits or will omit to state and all mortgages, liens, pledges, charges and other encumbrances excluding any material fact necessary to make such statement, representation or warranty not misleading restrictions other than resale restrictions which may be imposed by securities regulatory bodies in Canada and the United States.
(g) Subject to a prospective purchaser Going Public Transaction, the Resulting Issuer will be a "reporting issuer" (within the meaning of applicable securities laws) in at least one province of Canada, and the Resulting Issuer's common shares will be listed on the Exchange and no order ceasing or suspending trading in the securities of the stock Resulting Issuer nor prohibiting sale of Purchaser who is seeking full information as to Purchaser and its business affairs.
6.6. Purchaser at the time of the Closing will such securities shall have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly been issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stockResulting Issuer.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 1 contract
Representations of Purchaser. Purchaser represents represents and warrants that at the date hereof and at the Closing Date:
(a) It has the funds or committed financial resources necessary to consummate the transaction contemplated by this Agreement.
(b) There is no material litigation, judgments, or insolvency proceedings pending or, to the Seller Purchaser's knowledge, threatened against Purchaser which would impair Purchaser's right to purchase the subject assets, or which would have a material adverse effect upon Purchaser or its business
(c) They will duly comply with the provisions of New Jersey law dealing with bulk transfers, if applicable, and will pay the Bulk Sales tax due, if any, at the time of closing as follows:
6.1. That Purchaser has been duly organized pursuant to the laws of well as any additional amounts billed by the State of Delaware New York in connection with the purchase of assets as provided for herein.
(d) It has adequate opportunity to observe and monitor Seller's business prior to execution of this Agreement, and Purchaser represents and acknowledges that its Certificate no representations of Incorporation any kind have been made to Purchaser or their representative other than as set forth in this Agreement.
(e) Purchaser has examined the Acquired Assets agreed to be sold and is familiar with the physical condition thereof. Seller has not been revoked or canceled nor has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or Directors, nor are there made and does not make any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified and entitled to own or lease its respective properties and to carry on its business all representations as and in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of physical condition thereof, except as herein specifically set forth, and Purchaser is there expressly acknowledges that no such representations have been made, other than that same shall be in working order, and Purchaser further acknowledges that they have inspected the fixtures and equipment, and agree to take the fixtures and equipment "AS IS".
(f) Purchaser has not dealt with any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in broker with regard to this Agreement and no statement made in Purchaser agrees to indemnify Seller against and from any certificate furnished and all costs or expenses (including reasonable attorney's fees) incurred as a result of any claims raised by or damages awarded to any broker, by reason of acts arising out of or in connection with this transaction contains or will contain any knowingly untrue statement transaction.
(g) Purchaser has operated its business in all material respects in accordance with all laws, ordinances, and rules relating to the business, that it has received no notice of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser violation of any of the stock of Purchaser who foregoing, that it has duly authorized the transactions contemplated by this Agreement, and that this Agreement is seeking full information as to Purchaser enforceable and its business affairsbinding upon it.
6.6. (h) There are no material proceedings, judgments or liens now pending, or, to Purchaser's knowledge, threatened against Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of against its capital stock; and all voting rights are vested exclusively in such capital stockbusiness.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 1 contract
Representations of Purchaser. 6.1 Purchaser represents represents and warrants to the Seller Vendor as follows, with the intent that Vendor will rely thereon in entering into this Agreement and in concluding the purchase and sale contemplated hereby, that:
6.1. That (a) Purchaser has been is a corporation duly organized pursuant to incorporated, validly existing, and in good standing under the laws of the State of Delaware Nevada and that its Certificate of Incorporation has not been revoked or canceled nor has the Corporation been dissolvedpower, authority, and capacity to enter into this Agreement and to carry out its terms;
6.2. That there are no lawsuits pending (b) Execution and delivery of this Agreement and the completion of the transactions contemplated hereby has been duly and validly authorized by all necessary corporate action on the part of Purchaser, and this Agreement constitutes a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
(c) there is no requirement for Purchaser to make any filing with, give any notice to or its Officers obtain any license, permit, certificate, registration, authorization, consent or Directorsapproval of, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement; and
(d) neither the execution and delivery of this Agreement nor are there any such lawsuits threatened the performance of Purchaser obligations hereunder will violate or anticipatedconstitute a default under the constating documents, nor are there any judgments, warrantsby-laws, or levies outstanding against articles of Purchaser, any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to Purchaser, or its propertyany contract, nor are there any tax examinations agreement, instrument, covenant, mortgage or proceedings pending relating security to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. which Purchaser is duly qualified and entitled to own a party or lease its respective properties and to carry on its business all as and in the places where such properties which are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of binding upon Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairs.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 1 contract
Representations of Purchaser. As an inducement to Seller to enter into this Agreement, Purchaser represents represents and warrants to the Seller as followsthat:
6.1. That Purchaser has been duly organized pursuant to the laws of the State of Delaware and that its Certificate of Incorporation has not been revoked or canceled nor has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. (a) Purchaser is duly qualified and entitled to own aware that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or lease its respective properties and to carry on its business all as and in the places where such properties are now owned otherwise disposed of without registration or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairs.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant qualification under the Securities Act of 1933, as amendedamended (the "Securities Act"), and any applicable state securities laws, except pursuant to an exemption from such registration or qualification under the Securities Act and any applicable state securities laws. Purchaser is aware that the Company has no obligation to register the Shares for resale.
(b) Purchaser is a corporation duly incorporated, validly existing and in order good standing under the laws of the State of Hawaii and has all requisite power and authority to facilitate enter into and perform its obligations under this Agreement and to consummate the distribution transactions contemplated hereby; and the execution and delivery of said Shares this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Purchaser.
(c) This Agreement has been duly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the Shareholders discretion of Seller the court before which any proceeding therefor may be brought.
(i) No Order has been issued by any court or other Governmental Authority against Purchaser purporting to enjoin or restrain the execution, delivery or performance of this Agreement; and (ii) as set forth of the date hereof, there is no litigation, suit, claim, action or proceeding pending or, to the knowledge of Purchaser, threatened in Paragraph 5.3 abovewriting against Purchaser or any of its property or assets, before any court, arbitrator or Governmental Authority, domestic or foreign, seeking relief which, if ordered, would delay or prevent the consummation of the transaction contemplated hereby.
(e) The execution, delivery and performance by Purchaser of this Agreement and the transactions contemplated hereby and thereby (i) do not contravene the terms of the Certificate of Incorporation or the By-laws, (ii) do not violate, conflict with or result in any breach, default or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any Lien under, any Contractual Obligation of Purchaser or any Requirement of Law applicable to Purchaser and (iii) do not violate any Orders against, or binding upon, Purchaser.
(f) No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Purchaser of this Agreement and the transactions contemplated hereby.
(g) Purchaser acknowledges that it did not agree to purchase the Shares as a result of any form of general solicitation or general advertising.
(h) No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transaction contemplated hereby based upon arrangements made by or on behalf of Purchaser.
Appears in 1 contract
Sources: Stock Purchase Agreement (Turn Works Acquisition Iii Sub a Inc)
Representations of Purchaser. As of the date hereof and the Closing Date, the Purchaser represents represents and warrants to and covenants with the Seller Corporation as follows:
6.1. That (a) The Purchaser has been duly organized pursuant to is a corporation validly existing and in good standing under the laws of the State British Virgin Islands.
(b) The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement.
(c) This Agreement has been duly authorized by all necessary corporate action on the part of Delaware the Purchaser. This Agreement constitutes the legal, valid and that its Certificate binding obligations of the Purchaser, enforceable in accordance with the terms hereof, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.
(d) Neither the execution or delivery of this Agreement, nor fulfillment of or compliance with the terms and provisions hereof and thereof, will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, the Articles of Incorporation or By-laws of the Purchaser, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule of regulation to which the Purchaser is subject.
(e) The Purchaser has obtained all consents, approvals and authorizations, and made all necessary declarations and filings, and provided all notices, required to consummate the transactions contemplated by this Agreement in the manner contemplated hereby.
(f) The Purchaser is purchasing the Shares solely for investment purposes, with no present intention of distributing or reselling any of the Shares or any interest therein. The Purchaser acknowledges that the Shares have not been revoked or canceled nor has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified and entitled to own or lease its respective properties and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairs.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant registered under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act").
(g) The Purchaser is aware of the applicable limitations under the Securities Act relating to a subsequent sale, transfer, pledge, mortgage, hypothecation, gift, assignment or other encumbrance of the Shares. The Purchaser further acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act and applicable state se curities laws or an exemption from such registration is available.
(h) The Purchaser has received from the Corporation adequate access to financial and other information concerning the Corporation and the Stock, and the Purchaser has had the opportunity to ask questions of and receive answers from the Corporation concerning the Stock and to obtain therefrom any additional information necessary to make an informed decision regarding the acquisition of the Shares.
(i) The Purchaser has such knowledge and experience in order to facilitate financial and business matters that it is capable of evaluating the distribution merits and risks of said the acquisition of the Shares. The investment in the Shares is suitable for the Purchaser upon the basis of the facts regarding the Purchaser's other security holdings, financial situation and needs.
(j) The Purchaser realizes that the Buyer is relying on the validity of its representations and agreements contained herein in issuing the Shares to him without registration under the Shareholders of Seller as set forth in Paragraph 5.3 aboveSecurities Act.
Appears in 1 contract
Sources: Stock Acquisition Agreement (Gold & Appel Transfer Sa)
Representations of Purchaser. Purchaser represents hereby represents and warrants to the Seller as follows:
6.1. That (a) Purchaser has been is a limited liability company duly organized pursuant to organized, validly existing and in good standing under the laws of the State state of Delaware and that its Certificate of Incorporation has not been revoked or canceled nor Delaware;
(b) Purchaser has the Corporation been dissolvedrequisite power and authority to execute and deliver this Agreement and any other agreements or instruments contemplated by this Agreement to be executed by Purchaser (including without limitation the Purchase Money Mortgage and the Purchase Money Note) and to perform its obligations hereunder and thereunder;
6.2. That there are no lawsuits pending against (c) This Agreement has been duly executed and delivered by Purchaser or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified and entitled to own or lease its respective properties this Agreement constitutes the valid and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms;
(d) When executed and delivered as provided in this Agreement, each other agreement and instrument contemplated hereby to be executed by Purchaser will be a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms;
(e) Except as set forth in SCHEDULE 3.02(e), none of the execution and delivery of this Agreement and any other agreements or instruments contemplated by this Agreement to be executed by Purchaser (including without limitation the Purchase Money Mortgage and the Purchase Money Note), nor the consummation by Purchaser of the Transactions or compliance by Purchaser with any of the provisions hereof or thereof will (i) conflict with or constitute a breach of or default under any of Purchaser's charter or operating agreement, (ii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under, any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which Purchaser is a party or by which Purchaser or any of its properties or assets may be bound, (iii) violate any order, writ, injunction, decree, judgment, statute, rule or regulation application to Purchaser or any of its properties or assets or (iv) require any order, consent, approval or authorization of, notice to, or declaration, filing, application, qualification or registration with, any Person or Governmental Entity;
(f) As lessee under the Master Lease, Purchaser is currently in possession of the Real Property and Improvements and is familiar with the other Acquired Assets and (i) is a sophisticated Person with respect to the purchase of the Acquired Assets, (ii) is able to bear the economic risk associated with the purchase of the Acquired Assets, (iii) has adequate information concerning the business and financial condition of the Debtors and the status of the Bankruptcy Case and the Acquired Assets to make an informed decision regarding the purchase of the Acquired Assets, (iv) has such knowledge and experience, and has made investments of Purchaser is there any threatened or pending governmental or regulatory investigationa similar nature, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and no statement (v) has independently and without reliance upon Seller, and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Purchaser has relied upon Seller's express representations and warranties in this Agreement. Purchaser acknowledges that Seller has not given Purchaser any certificate furnished investment advice, credit information or opinion on whether the purchase of the Acquired Assets is prudent; and
(g) No broker, finder or other Person acting under the authority of Purchaser is entitled to any broker's commission or other fee in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairsTransactions for which Seller could be responsible.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 1 contract
Sources: Real Property Purchase and Sale Agreement (Williams Communications Group Inc)
Representations of Purchaser. Purchaser represents hereby warrants and warrants represents to the Seller as follows:
6.1. That (a) Purchaser has the full right, power and authority to purchase the Property as provided herein and to execute, deliver and carry out all of the provisions of this Agreement. The execution and delivery of this Agreement and any other documents required of Purchaser hereunder and the performance and observance of all of their terms, conditions and obligations and their execution by the signatories thereto have been or will be duly authorized by all necessary action of Purchaser.
(b) Purchaser is a limited partnership validly formed and duly organized pursuant to and existing in good standing under the laws of the State of Delaware and that is, or shall be, qualified to conduct business and in good standing under the laws of Puerto Rico.
(c) This Agreement is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.
(d) The execution and delivery of this Agreement do not violate the Certificate of Incorporation has not been revoked Limited Partnership nor Partnership Agreement; nor conflict with or canceled nor has result in the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser breach of any conditions or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrantsprovisions of, or levies outstanding against Purchaserconstitute a default under any indenture, mortgage, deed of trust, or its property, nor are there any tax examinations other agreement or proceedings pending relating instrument to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. which the Purchaser is duly qualified and entitled to own or lease a party, including this Agreement.
(e) To the best of its respective properties and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted;
6.4. knowledge, Purchaser is not party subject to any order, judgment or decree, which would prevent any of the terms and conditions of this Agreement nor the transaction contemplated herein. No suit, action, or other proceeding is pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser, threatened against it, which would enjoin or delay the transaction contemplated in this Agreement.
(f) All representations and warranties of Purchaser is there any threatened are true and valid as of the date of the execution of this Agreement.
(g) To the best of Purchaser's knowledge, none of the representations or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation warranties made by Purchaser or by its Officers made in this Agreement and no statement made in herein contains any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit nor has Purchaser knowingly omitted to state any or disclose a material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as unknown to Purchaser and its business affairs.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) knowledge of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not would have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stockdissuaded a reasonable willing Seller from consummating this transaction.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Capital Lease Funding Inc)
Representations of Purchaser. As an inducement to the Sellers to enter into this Agreement, Purchaser represents represents and warrants to the each Seller as followsthat:
6.1. That Purchaser has been duly organized pursuant to the laws of the State of Delaware and that its Certificate of Incorporation has not been revoked or canceled nor has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. (a) Purchaser is duly qualified and entitled to own aware that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or lease its respective properties and to carry on its business all as and in the places where such properties are now owned otherwise disposed of without registration or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairs.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant qualification under the Securities Act of 1933, as amendedamended (the "Securities Act"), and any applicable state securities laws, except pursuant to an exemption from such registration or qualification under the Securities Act and any applicable state securities laws. Purchaser is aware that the Company has no obligation to register the Shares for resale.
(b) Purchaser is a corporation duly incorporated, validly existing and in order good standing under the laws of the State of Hawaii and has all requisite power and authority to facilitate enter into and perform its obligations under this Agreement and to consummate the distribution transactions contemplated hereby; and the execution and delivery of said Shares this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Purchaser.
(c) This Agreement has been duly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the Shareholders discretion of Seller the court before which any proceeding therefor may be brought.
(d) (i) No Order has been issued by any court or other Governmental Authority against Purchaser purporting to enjoin or restrain the execution, delivery or performance of this Agreement; and (ii) as set forth of the date hereof, there is no litigation, suit, claim, action or proceeding pending or, to the knowledge of Purchaser, threatened in Paragraph 5.3 abovewriting against Purchaser or any of its property or assets, before any court, arbitrator or Governmental Authority, domestic or foreign, seeking relief which, if ordered, would delay or prevent the consummation of the transaction contemplated hereby.
(e) The execution, delivery and performance by Purchaser of this Agreement and the transactions contemplated hereby and thereby (i) do not contravene the terms of the Certificate of Incorporation or the By-laws, (ii) do not violate, conflict with or result in any breach, default or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any Lien under, any Contractual Obligation of Purchaser or any Requirement of Law applicable to Purchaser, and (iii) do not violate any Orders against, or binding upon, Purchaser.
(f) No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Purchaser of this Agreement and the transactions contemplated hereby.
(g) Purchaser acknowledges that it did not agree to purchase the Shares as a result of any form of general solicitation or general advertising.
(h) No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transaction contemplated hereby based upon arrangements made by or on behalf of Purchaser.
Appears in 1 contract
Sources: Stock Purchase Agreement (Turn Works Acquisition Iii Sub a Inc)
Representations of Purchaser. Purchaser represents hereby represents and warrants to Sellers the Seller as followsfollowing:
6.1. That (a) Purchaser has been is a limited liability company, duly organized pursuant to organized, validly existing and in good standing under the laws of the State of Delaware Mississippi, and that is duly qualified to transact its Certificate of Incorporation has not been revoked or canceled nor has the Corporation been dissolvedbusiness in Mississippi as a foreign limited liability company;
6.2. That there (b) Purchaser has all requisite power and authority necessary to purchase the Assets and to execute, deliver and perform this Agreement;
(c) Purchaser is a citizen of the United States within the meaning of 46 U.S.C. Paragraph 2, authorized to own and operate the Vessel in the coastwise trade;
(d) Purchaser has had full opportunity to inspect the Resort, its various components and systems, and Purchaser is relying solely on the representations of Sellers in Article 6 and on Purchaser's own evaluation of the seaworthiness of the Vessel and the condition and suitability of the Businesses at the Resort in connection with Purchaser's agreement to purchase the Assets;
(e) all documents and information furnished by Purchaser to any of the Sellers with respect to Purchaser's financial condition, financing from BancCorp South and capability of operating a gaming establishment are no lawsuits pending against true, correct and complete in all material respects;
(f) neither Purchaser, any affiliate of Purchaser nor any person providing financing for the acquisition of the Assets or Purchaser's operation of the Businesses, is now or was previously under indictment for or convicted of any criminal offense that could reasonably be expected to have a material adverse effect on Purchaser's relicensing of the Casino; and
(g) The execution, delivery and performance by Purchaser of this Agreement, the Purchaser Note, each security document to which Purchaser is a party that secures the Purchaser Note, and other documents to be executed by Purchaser pursuant hereto, (i) are within the corporate or other powers of the Purchaser, (b) have been duly authorized by all requisite action of the board of managers or other governing body of Purchaser, and (c) do not violate, conflict with or constitute a breach or default under (i) any provision of the articles of organization, operating agreement or other charter document of Purchaser, (ii) any federal, state, county or municipal law or regulation, (iii) any judgment, decree or other order of a court of competent jurisdiction applicable to Purchaser or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against affiliates of Purchaser, or its property(iv) any contract, nor are there any tax examinations or proceedings pending relating to taxes agreement or other assessments against Purchaser, nor has instrument to which Purchaser at or any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified and entitled to own or lease its respective properties and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge affiliate of Purchaser is there a party, except where any threatened such violation, conflict, breach or pending governmental default will not have a material adverse effect on the transactions contemplated by this Agreement or regulatory investigationon the ability of Purchaser to perform its obligations hereunder and under each other agreement, inquiry, or proceeding involving Purchaser;
6.5. No representation instrument and document to be executed and delivered by Purchaser or by its Officers made in pursuant to this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairsAgreement.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 1 contract
Sources: Sale and Purchase Agreement (President Casinos Inc)
Representations of Purchaser. As an inducement to Reliance to enter into this Agreement, Purchaser represents represents and warrants to the Seller as followsReliance that:
6.1. That (a) Purchaser has been duly organized is acquiring the Shares to be purchased pursuant to this Agreement for investment purposes, for Purchaser's own account and with no present intention of distributing or reselling the Shares in any transaction which would be in violation of the securities laws of the United States of America or any state thereof or the insurance laws of any state.
(b) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act.
(c) Purchaser is aware that (i) the Shares are "restricted securities" as defined in the Securities Act and are therefore subject to restrictions on resale and (ii) the Company has no obligation to register the Shares for resale except, subject to the Company providing any requisite consent, pursuant to the Purchase Agreement.
(d) In entering into the transaction contemplated hereby, Purchaser is not relying upon any representations or warranties made by Seller, except for those expressly set forth in this Agreement.
(e) Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and that has all requisite power and authority to enter into and perform its Certificate obligations under this Agreement and to consummate the transaction contemplated hereby. The execution and delivery of Incorporation has not been revoked or canceled nor has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against this Agreement by Purchaser, or the performance by Purchaser of its propertyobligations hereunder and the consummation by Purchaser of the transaction contemplated hereby have been duly authorized by all requisite action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser. This Agreement constitutes a legal, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified valid and entitled to own or lease its respective properties and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties binding obligation of Purchaser, nor enforceable against it in accordance with its terms.
(f) Purchaser has sufficient cash available to it to consummate the purchase of the Shares contemplated hereby without the need for any financing other than that which is already available or committed to Purchaser without material condition; provided that Purchaser hereby expressly acknowledges and agrees that the ability of Purchaser to obtain the necessary funds from such financing shall not be a condition to the knowledge consummation of the transaction contemplated hereby.
(g) Neither the execution and delivery of this Agreement, nor the consummation of the transaction contemplated hereby conflicts with or results in a breach of any of the provisions of, or constitutes a default (or event which with the giving of notice or lapse of time or both, would become a default) under, any material indenture, mortgage, lease or loan agreement to which Purchaser is there bound or violates any threatened statute, regulation, rule, judgment, order, decree or pending other restriction of any government, governmental agency or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5court to which Purchaser is subject. No representation notice to, filing with or authorization, consent or approval of, any government or governmental agency by Purchaser is necessary for the consummation of the transaction contemplated by the Agreement, except that Purchaser will be required to make a notification under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Anti-trust Improvements Act of 1976, as amended (the "HSR Act"), file Forms A with the insurance regulatory authorities in the States of California and Texas and make such other filings as may be necessary with applicable insurance regulatory authorities in the United States having jurisdiction over Purchaser with relation to the purchase of the Shares (the Form A filings and other filings with insurance regulatory authorities in the United States being hereinafter referred to as the "Insurance Filings" and the notification under the HSR Act and the Insurance Filings being hereinafter collectively referred to as the "Purchaser Regulatory Filings") and obtain the approvals, non-disapprovals or by its Officers made in comparable responses (including the expiration or termination of waiting periods) of the applicable regulatory entities for the purchase of the Shares and although Purchaser will be required to file a Form 3 and a Schedule 13D under the Exchange Act. Purchaser acknowledges that the Company will be required to file an HSR notification.
(h) All negotiations relating to this Agreement and no statement made in the transaction contemplated hereby have been carried on without the intervention of any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock person acting on behalf of Purchaser who is seeking full information in such manner as to Purchaser and its business affairsgive rise to any valid claim against Seller for any brokerage or finder's commission, fee or similar compensation.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 1 contract
Sources: Stock Purchase Agreement (Reliance Financial Services Corp)
Representations of Purchaser. Purchaser represents and warrants Parent, jointly and severally, each hereby represent and warrant to NCA that the Seller following are true and correct, in all material respects, as followsof the date hereof:
6.1. That (a) Purchaser has been is a corporation, duly organized pursuant to organized, validly existing and in good standing under the laws of the State of Delaware New York, and that its Certificate of Incorporation has not been revoked or canceled nor has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified and entitled corporate power to own or lease its respective properties and to carry on its business all as presently conducted. Parent is a corporation, duly organized, validly existing and in good standing under the places where such properties are now owned or such businesses are laws of the State of New York, and has the power and authority to carry on its business as presently conducted. Each of Purchaser and Parent has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby;
6.4. (b) The execution and delivery by Purchaser and Parent of this Agreement and the other documents referred to herein, and the performance by Purchaser and Parent of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate and/or other action;
(c) This Agreement and the documents referred to herein and to be executed and delivered simultaneously herewith, constitute the legal, valid, binding and enforceable obligations of Purchaser and Parent, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws, and except that no representation is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor made as to the knowledge remedy of Purchaser is there specific performance and any threatened or pending governmental or regulatory investigation, inquiry, or other equitable relief which are each subject to certain equitable defenses and to the discretion of the court before which any proceeding involving Purchasertherefor may be brought;
6.5. No representation (d) Neither the execution or delivery of this Agreement by Purchaser or Parent, as the case may be, nor the consummation of the transactions contemplated hereby by its Officers made in this Agreement and no statement made in Purchaser or Parent, as the case may be, will (with or without notice or the passage of time, or both) result in: (i) a conflict with, or a breach or violation of the certificate of incorporation or by-laws of Purchaser or Parent, as the case may be; or (ii) a breach or violation of any certificate furnished of the terms or provisions of, or constitute a default pursuant to, any material contract or agreement to which Purchaser or Parent, as the case may be, is a party or by which any is bound, or any judgment or any law, rule, regulation or ordinance to which any of them are subject. No governmental authorization, approval, order, consent or waiting period that has not been complied with, is or was required in connection with the execution, delivery and performance of this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Agreement by Purchaser and its business affairs.Parent; and
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value)e) PURCHASER HAS INDEPENDENTLY EXAMINED, and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorizedTO ITS SATISFACTION, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.THE VALUE OF THE NON-ARTICLE 28
Appears in 1 contract
Representations of Purchaser. (a) The Purchaser represents is a limited liability duly organized, validly existing, and warrants to the Seller as follows:
6.1. That Purchaser has been duly organized pursuant to in good standing under the laws of the State jurisdiction of Delaware and that its Certificate of Incorporation has not been revoked or canceled nor organization, Delaware, has the Corporation power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged in, and is duly qualified as a foreign limited liability company in good standing under the laws of each other jurisdiction in which such qualification is required.
(b) The execution, delivery, and performance by the Purchaser of this Purchase Agreement has been dissolved;
6.2. That there are no lawsuits pending against duly authorized by all necessary limited liability company action and do not and will not (1) contravene Purchaser’s certificate of formation, operating agreement or other organizational documents; (2) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to Purchaser; (3) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease, or instrument to which Purchaser is a party or by which it or its Officers properties may be bound or Directors, nor are there any such lawsuits threatened affected; or anticipated, nor are there any judgments, warrants(4) result in, or levies outstanding require, the creation or imposition of any lien, upon or with respect to any of the properties now owned or hereafter acquired by Purchaser.
(c) This Purchase Agreement is a legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser, in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors’ rights generally.
(d) The Purchaser is not a party to any indenture, loan, or credit agreement, or to any lease or other agreement or instrument, or subject to any organizational document or restriction which could have a material adverse effect on the business, properties, assets, operations, or conditions, financial or otherwise, of the Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has the ability of the Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified and entitled to own or lease its respective properties and to carry on out its business all as and in the places where such properties are now owned or such businesses are conducted;
6.4obligations under this Purchase Agreement. The Purchaser is not party in default in any respect in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any agreement or instrument material to any its business to which it is a party.
(e) There is no pending or threatened litigation action or proceeding against or affecting the Purchaser before any court, governmental agency, or arbitrator, which might may, in any one case or in the aggregate, materially adversely affect the financial financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiryproperties, or proceeding involving Purchaser;
6.5. No representation by business of the Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser the ability of the stock of Purchaser who is seeking full information as to Purchaser and perform its business affairsobligation under this Purchase Agreement.
6.6. Purchaser at (f) Each of the time representations and warranties set forth above shall be true and correct in all material respects as of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock Date ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par valueas defined below) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it willSeller may, at its sole cost and expenseoption, register for public sale the Common Stock issued either waive such misrepresentation or terminate this Purchase Agreement by written notice thereof to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amendedPurchaser, in order to facilitate which event the distribution of said Shares parties shall have no further right or obligation hereunder. The term “Purchaser” used in this Section 3 shall, to the Shareholders extent permitted hereby, include any assignee of Seller as set forth in Paragraph 5.3 abovePurchaser’s interest under this Purchase Agreement.
Appears in 1 contract
Representations of Purchaser. Purchaser represents hereby represents and warrants to Seller the Seller following, all of which are true, accurate and complete as follows:
6.1. That of the Effective Date, and shall be true, accurate and complete as of the Closing Date: Purchaser has been is a limited liability company duly organized pursuant to organized, validly existing and in good standing under the laws of the State of Delaware and that its Certificate of Incorporation has not been revoked or canceled nor Delaware. Purchaser has the Corporation requisite limited liability company power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby and thereby. Purchaser has taken all action required by law, by Purchaser's organizational documents, or otherwise, to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby. This Agreement has been dissolved;
6.2duly executed and delivered by Purchaser and constitutes a legal, valid, and binding obligation of Purchaser, enforceable against Purchaser in accordance with the terms hereof, except as enforceability hereof may be limited by bankruptcy, insolvency, or reorganization laws or by applicable principles of equity. That there Except for the consent of MI, CGMI, Lender and R-C, no consent, waiver, approval, or authorization of, or filing, registration, or qualification with, or notice to, any governmental instrumentality or any other entity or person is required to be made, obtained, or given by Purchaser in connection with the execution, delivery, and performance of this Agreement. Subject to obtaining the consents of MI, CGMI, Lender and R-C, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate or conflict with any provision of Purchaser's organizational documents, (ii) violate, conflict with, constitute a default under, result in the termination of, or accelerate the performance required by any contract, lease or other agreement to which Purchaser is a party or by which Purchaser is bound or any debt or obligation of Purchaser with respect to the Membership Interests, which violation, conflict, default, termination or acceleration could materially or adversely affect the transactions contemplated by this Agreement or result in the creation or imposition of any material encumbrance on the Membership Interests; or (iii) violate any statute or law or any judgment, decree, order, regulation or rule of any federal, state, county, municipal or other government or governmental or quasi-governmental agency, department, commission, board, bureau or instrumentality, foreign or domestic, or any of them, having jurisdiction over Purchaser, the Property or Resort. There are no lawsuits pending against Purchaser or its Officers or Directorsactions, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations suits or proceedings pending relating or, to taxes or other assessments against the best knowledge of Purchaser, nor has threatened against Purchaser at any time taken any insolvency or bankruptcy actions;
6.3that might adversely affect Purchaser's ability to consummate the transactions contemplated herein. Purchaser is duly qualified not, nor will it become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the OFAC of the Department of the Treasury (including those named on OFAC's Specially Designated and entitled Blocked Persons List) or under any statute, executive order (including Executive Order 13224 (September 23, 2001), "Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to own Commit, or lease its respective properties Support Terrorism"), or other governmental action and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made will not engage in any certificate furnished in connection dealings or transactions or be otherwise associated with this transaction contains such persons or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairsentities.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 1 contract
Representations of Purchaser. Purchaser represents hereby represents and warrants to the Seller as followsthat:
6.1. That (a) Purchaser has been is a limited liability company duly organized pursuant to formed, validly existing and in good standing under the laws of the State of Delaware and that its Certificate of Incorporation has not been revoked or canceled nor has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or DirectorsDelaware, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified to do business and entitled is in good standing as a foreign limited liability company in all States where such qualification is required, has all necessary limited liability company power and authority to own or lease its respective properties enter into this Agreement, each Assignment and each of the other Loan Documents to which it is a party and to carry perform all of its obligations hereunder and thereunder.
(b) The execution, delivery and performance of this Agreement and each other Loan Document to which Purchaser is a party have been duly authorized by all necessary action on the part of the Purchaser.
(c) The execution, delivery and performance by Purchaser of this Agreement and each of the Loan Documents to which it is a party does not and shall not (i) violate any law or any governmental rule or regulation applicable to Purchaser, (ii) violate any of its business all Organizational Documents; (iii) violate any order, judgment or decree of any court or other agency of government binding on Purchaser except as and could not reasonably be expected to result in a Material Adverse Effect on the places where such properties are now owned Purchaser; or such businesses are conducted;
6.4(iv) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Purchaser. Purchaser is not party subject to or in default with respect to any pending final judgments, writs, injunctions, decrees, rules or threatened litigation which might adversely affect regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign.
(d) The execution, delivery and performance by the financial condition, business operations, or properties Purchaser of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of each Loan Document to which it is a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser party and the consummation of the stock of Purchaser who is seeking full information transactions contemplated by the Loan Documents do not and shall not require any registration with; consent or approval of; permit, license, authorization, plan or directive from; notice to; or other action to, with or by, any Governmental Authority or any other Person, except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Agent for filing or recordation, as to Purchaser and its business affairs.
6.6. Purchaser at the time of the Closing will Date other than those that have an authorized capitalization consisting already been obtained and are in full force and effect or where failure to obtain could not reasonably be expected to have a Material Adverse Effect on the Purchaser.
(e) The Purchaser is not in default in the performance, observance, or fulfillment of 25,000,000 shares any of Common Stock ($.001 par value)the obligations, covenants or conditions contained in any of its Contractual Obligations, and 1,000,000 shares to the Borrower’s knowledge, no condition exists which, with the giving of unclassified Preferred Stock notice or the lapse of time or both, could constitute such a default, except where, ($.01 par valuei) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not such defaults have authorized, issuedbeen waived, or outstanding any other shares (ii) individually or in the aggregate, the consequences, direct or indirect, of stock of any class such default or any subscription or other rights defaults, if any, could not reasonably be expected to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stockhave a Material Adverse Effect on Purchaser.
6.7. (f) Purchaser agrees that it willis Solvent, at its sole cost and expense, register for public sale shall not be rendered insolvent by the Common Stock issued to Purchaser by Seller execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby.
(g) Each purchase of Conveyed Property is being made in an appropriate Registration Statement filed pursuant the Securities Act ordinary course of 1933, as amended, in order to facilitate the distribution business of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 abovePurchaser.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Nicholas Financial Inc)
Representations of Purchaser. Purchaser represents hereby continuously represents and warrants to that, during the Seller term of this Agreement and so long as followsthe Obligations remain outstanding under the Credit Agreement:
6.1. That (a) Purchaser has been is a limited liability company duly organized pursuant to formed, validly existing and in good standing under the laws of the State of Delaware and that its Certificate of Incorporation has not been revoked or canceled nor has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or DirectorsDelaware, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified to do business and entitled is in good standing as a foreign limited liability company in all states where such qualification is required, has all necessary limited liability company power and authority to own enter into this Agreement and each of the other Credit Documents to which it is a party and to perform all of its obligations hereunder and thereunder.
(b) Purchaser has all requisite right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and each other Credit Document to which it is a party and this Agreement and each other Credit Document to which Purchaser is a party are the legal, valid and binding obligations of Purchaser and are enforceable against Purchaser in accordance with their terms.
(c) The execution, delivery and performance by Purchaser of this Agreement and each of the Credit Documents to which it is a party does not and shall not (i) violate any provision of any Law, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Purchaser; (ii) violate any provision of its charter documents, bylaws, limited liability company agreement, operating agreement or partnership agreement, as applicable; or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Purchaser is a party or by which it or any of its respective assets or properties may be bound or affected; and Purchaser is not in default of any such Law, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.
(d) No consent, approval, license, exemption of or filing or registration with, giving of notice to, or other authorization of or by, any court, administrative agency or other governmental authority is or shall be required in connection with the execution, delivery or performance by Purchaser of this Agreement and each other Credit Document for the valid consummation of the transactions contemplated hereby or thereby, other than the filing of financing statements.
(e) No event has occurred and is continuing which constitutes a Default or an Event of Default. There is no action, suit, proceeding or investigation pending or threatened against or affecting Purchaser before or by any court, administrative agency or other governmental authority that brings into question the validity of the transactions contemplated hereby, or that might result in any Material Adverse Effect.
(f) Purchaser is solvent, generally able to pay its obligations as they become due, has sufficient capital to carry on its business and transactions and all as businesses and transactions in which it intends to engage, and the places where such properties are now owned or such businesses are conducted;
6.4current value of Purchaser’s assets, at fair saleable valuation, exceeds the sum of its liabilities. Purchaser shall not be rendered insolvent by the execution and delivery of this Agreement and the other Credit Documents and the consummation of the transactions contemplated hereby and thereby and the capital remaining in Purchaser is not party now and shall not foreseeably become unreasonably small to any pending or threatened litigation permit Purchaser to carry on its business and transactions and all businesses and transactions in which might adversely affect the financial condition, business operations, or properties of Purchaserit is about to engage. Purchaser does not intend to, nor does it reasonably believe it shall, incur debts beyond its ability to repay the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information same as to Purchaser and its business affairsthey mature.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, at its sole cost and expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of 1933, as amended, in order to facilitate the distribution of said Shares to the Shareholders of Seller as set forth in Paragraph 5.3 above.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Consumer Portfolio Services Inc)
Representations of Purchaser. Purchaser represents In connection with the issuance and of Shares upon exercise of this Warrant, the Holder represents and warrants to the Seller Company as follows:
6.1. That Purchaser has a) The Holder is acquiring and will hold the Shares for investment for its account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act.
b) The Holder understands that the Shares have not been duly organized pursuant registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Holder obtains an opinion of counsel, in form and substance satisfactory to the laws Company and its counsel, that such registration is not required. The Holder further acknowledges and understands that the Company is under no obligation to register the Shares.
c) The Holder is aware of the State adoption of Delaware Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject only to the satisfaction of certain conditions. The Holder acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that its Certificate the Company has no plans to satisfy these conditions in the foreseeable future.
d) The Holder will not sell, transfer or otherwise dispose of Incorporation has not been revoked or canceled nor has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or DirectorsShares in violation of the Securities Act, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrantsthe Securities Exchange Act of 1934, or levies outstanding against Purchaserthe rules promulgated thereunder, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3including Rule 144 under the Securities Act. Purchaser is duly qualified and entitled to own or lease its respective properties and to carry on its business all as and in the places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairs.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly issued and outstanding at the time of Closing; it does not have authorized, issued, or outstanding any other shares of stock of any class or any subscription or other rights to the issuance or receipt of shares of its capital stock; and all voting rights are vested exclusively in such capital stock.
6.7. Purchaser The Holder agrees that it willwill not dispose of the Shares unless and until it has complied with all requirements applicable to the disposition of Shares and it has provided the Company with written assurances, at its sole cost in substance and expenseform satisfactory to the Company, register for public sale that (A) the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant proposed disposition does not require registration of the Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of 1933, as amended, the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in order to facilitate the distribution contravention of said Shares any transfer restrictions applicable to the Shareholders Shares under the Rules of Seller the California Corporations Commissioner.
e) The Holder has been furnished with, and has had access to, such information as set forth it considers necessary or appropriate for deciding whether to invest in Paragraph 5.3 abovethe Shares, and the Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares.
f) The Holder is aware that its investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Holder is able, without impairing its financial condition, to hold the Shares for an indefinite period and to suffer a complete loss of its investment in the Shares.
Appears in 1 contract
Sources: Warrant Agreement (Extensity Inc)