Reps and Warranties. The Seller and each of the Seller’s Shareholders hereby represent, warrant and undertake, severally and jointly, to the Buyer, that, as of the date hereof and as of the Closing, the following representations and warranties are true and accurate in all respects. The Seller and the each of the Seller’s Shareholders recognize and acknowledge that the Buyer is entering into this Agreement in reliance on the following representations, warranties and undertakings. Execution Copy (i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Israel and has all requisite corporate power and authority to carry on its business as presently conducted. The Seller and the Seller’s Shareholders have all requisite power, authority and capacity to execute, deliver and perform this Agreement and to consummate the transactions and perform its obligations contemplated hereby and thereby. (ii) The authorized capital of the Seller consists, or will consist, immediately prior to the Closing, of: 5,000,000 Ordinary shares NIS 0.01 par value each of which 765,000 ordinary shares are issue and outstanding. (iii) The Seller has furnished the Buyer with its audited financial statements as of December 31, 2008 (the “Financial Statements”). The Financial Statements are true, complete and accurate, are in accordance with the books and records of the Seller and fairly reflect the financial condition, transactions in and dispositions of the assets of, the results of operations of, and the cash flows of the Seller for the periods stated therein. The Financial Statements have been prepared in accordance with the books and records of the Seller. (iv) Except as set forth in Exhibit 8(iv), the Seller has no, prior or current directors, officers, key employees, shareholders and other key persons or entities engaged by the Seller, whether as consultants or otherwise (together in this subsection (iv) the “Employees”) who have or had access to the Seller’s proprietary information who have or had contributed to the Intellectual Property; All Employees, except as detailed in Exhibit 8(iv) have assigned all intellectual property rights related to the business of the Seller to the Seller. (v) Except as set forth in Exhibit 8(v): (a) the Seller has not used any third party software components or licenses in the Intellectual Property; and (b) to the best of Sellers the Seller’s Shareholders knowledge the Seller is not obligated by any licenses of any of the constituent components of the Intellectual Property to make the Intellectual Property (or part of it) available to third parties. (vi) Except as set forth in Exhibit 8(vi), the Seiler ▇▇▇ ▇ot issued any licenses with respect to the Intellectual Property; (vii) they are not aware of any claim as to third party rights, interests, title, defects, security interests, liens, encumbrances and, or any other restriction of any nature, to all of the Purchased Assets, including the Intellectual Property; (viii) they are not aware of any action, suit, proceeding or governmental inquiry or investigation is pending or threatened against it or its shareholders, officers, directors or employees, in their capacity as such and\or against the Purchased Assets including the Intellectual Property (inter alia, but not limited to any claims of any copyright or patent infringement against the Seller’s Intellectual Property) before any court, arbitration board or tribunal or administrative or other governmental agency, nor is each of the Seller and the Seller’s Shareholders aware of any fact which would result in or give rise to any such proceedings, (ix) No agent, broker, investment banker, person or firm acting in a similar capacity on behalf of or under the authority of the Seller is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, on account of any action taken by the Seller in connection with any of the transactions contemplated under the Agreement. (x) The Seller has provided the Buyer with all information that the Buyer [______] requested. Neither this Agreement (including the Schedules hereto) nor any certificate made or delivered in connection herewith contains any untrue statement of a material fact or, to the Seller and each of the Seller Shareholders best knowledge, omits to state a material fact necessary make the statements herein or therein not misleading, in view of the circumstances in which they-were made. To the-Seller’s and the Seller’s Shareholders knowledge, there is no material fact or information regarding the Seller that has not been disclosed or made available to the Buyer, which would have a material adverse effect on the transaction contemplate herein. Execution Copy (xi) to the best of the Seller and the Seller’s Shareholders knowledge, the Seller or the Seller’s Shareholders are not infringing the intellectual property rights of any third party, the Seller or the Seller’s Shareholders have not received any notices from third parties alleging such infringement;
Appears in 1 contract
Reps and Warranties. The Seller and each of the Seller’s Shareholders hereby represent, warrant and undertake, severally and jointly, to the Buyer, that, as of the date hereof and as of the Closing, the following representations and warranties are true and accurate in all respects. The Seller and the each of the Seller’s Shareholders recognize and acknowledge that the Buyer is entering into this Agreement in reliance on the following representations, warranties and undertakings. Execution Copy.
(i) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Israel and has all requisite corporate power and authority to carry on its business as presently conducted. The Seller and the Seller’s Shareholders have all requisite power, authority and capacity to execute, deliver and perform this Agreement and to consummate the transactions and perform its obligations contemplated hereby and thereby.
(ii) The authorized capital of the Seller consists, or will consist, immediately prior to the Closing, of: 5,000,000 Ordinary shares NIS 0.01 par value each of which 765,000 ordinary shares are issue and outstanding.
(iii) The Seller has furnished the Buyer with its audited financial statements as of December 31, 2008 (the “Financial Statements”). The Financial Statements are true, complete and accurate, are in accordance with the books and records of the Seller and fairly reflect the financial condition, transactions in and dispositions of the assets of, the results of operations of, and the cash flows of the Seller for the periods stated therein. The Financial Statements have been prepared in accordance with the books and records of the Seller.
(iv) Except as set forth in Exhibit 8(iv), the Seller has no, prior or current directors, officers, key employees, shareholders and other key persons or entities engaged by the Seller, whether as consultants or otherwise (together in this subsection (iv) the “Employees”) who have or had access to the Seller’s proprietary information who have or had contributed to the Intellectual Property; All Employees, except as detailed in Exhibit 8(iv) have assigned all intellectual property rights related to the business of the Seller to the Seller.
(v) Except as set forth in Exhibit 8(v): (a) the Seller has not used any third party software components or licenses in the Intellectual Property; and (b) to the best of Sellers the Seller’s Shareholders knowledge the Seller is not obligated by any licenses of any of the constituent components of the Intellectual Property to make the Intellectual Property (or part of it) available to third parties.
(vi) Except as set forth in Exhibit 8(vi), the Seiler S▇▇▇▇▇ ▇ot has not issued any licenses with respect to the Intellectual Property;
(vii) they are not aware of any claim as to third party rights, interests, title, defects, security interests, liens, encumbrances and, or any other restriction of any nature, to all of the Purchased Assets, including the Intellectual Property;
(viii) they are not aware of any action, suit, proceeding or governmental inquiry or investigation is pending or threatened against it or its shareholders, officers, directors or employees, in their capacity as such and\or against the Purchased Assets including the Intellectual Property (inter alia, but not limited to any claims of any copyright or patent infringement against the Seller’s Intellectual Property) before any court, arbitration board or tribunal or administrative or other governmental agency, nor is each of the Seller and the Seller’s Shareholders aware of any fact which would result in or give rise to any such proceedings,
(ix) No agent, broker, investment banker, person or firm acting in a similar capacity on behalf of or under the authority of the Seller is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, on account of any action taken by the Seller in connection with any of the transactions contemplated under the Agreement.
(x) The Seller has provided the Buyer with all information that the Buyer [______] requested. Neither this Agreement (including the Schedules hereto) nor any certificate made or delivered in connection herewith contains any untrue statement of a material fact or, to the Seller and each of the Seller Shareholders best knowledge, omits to state a material fact necessary make the statements herein or therein not misleading, in view of the circumstances in which they-were made. To the-Seller’s and the Seller’s Shareholders knowledge, there is no material fact or information regarding the Seller that has not been disclosed or made available to the Buyer, which would have a material adverse effect on the transaction contemplate herein. Execution Copy.
(xi) to the best of the Seller and the Seller’s Shareholders knowledge, the Seller or the Seller’s Shareholders are not infringing the intellectual property rights of any third party, the Seller or the Seller’s Shareholders have not received any notices from third parties alleging such infringement;
Appears in 1 contract