Blocker Corp represents and warrants to the Company as follows:
Blocker Corp is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
Blocker Corp has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Blocker Corp. Stockholder Approval, to perform its obligations hereunder and to consummate the Secondary Merger. The execution, delivery and performance by Blocker Corp. of this Agreement, and the consummation of the Secondary Merger, have been duly authorized and approved by its Board of Directors, and except for obtaining the Blocker Corp. Stockholder Approval for the adoption of this Agreement, no other corporate action on the part of Blocker Corp. is necessary to authorize the execution, delivery and performance by Blocker Corp. of this Agreement and the consummation by it of the Secondary Merger. This Agreement has been duly executed and delivered by Blocker Corp. and, assuming due authorization, execution and delivery hereof by the other party hereto, constitutes a legal, valid and binding obligation of Blocker Corp., enforceable against Blocker Corp. in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, Contribution, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).
Blocker Corp has authorized the issuance of 1,000 shares of common stock. As of the date of this Agreement, 100 shares were issued and outstanding, and all such shares are held of record by Stripes Holdings, L.P., a Delaware limited partnership. All of the issued and outstanding shares of Blocker Corp. Stock are duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights.
Blocker Corp. The Blocker Seller hereby represents and warrants to the Purchasers as follows:
(a) The Blocker Corp is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware.
(b) The Blocker Corp does not hold, and has never held, the right or obligation to acquire any stock, partnership interest or joint venture interest, other equity interest, note or other instruments in, or to make a capital contribution in, any other Person, other than the Blocker Corp Class A Units or as set forth on the Schedule 3.5(b).
(c) The Blocker Corp does not own, and has never owned, any stock, partnership interest or joint venture interest, other equity interest, note or other instruments in any other Person, other than the Blocker Corp Class A Units or as set forth on the Schedule 3.5(c).
(d) The issued and outstanding equity interests of the Blocker Corp consist solely of the Shares, which are wholly owned of record and beneficially by the Blocker Seller. The Blocker Corp, has never owned any other assets or equity interest and has never incurred any liabilities other than relating to, or conducted any business other than owning, the Blocker Corp Class A Units.
(e) Except as set forth in Schedule 3.5(e), the Blocker Seller is the sole lawful record and beneficial owner of, and has good and valid title to, the Shares. The Shares are not subject to any claim, lien or encumbrance of any kind. There are no outstanding subscriptions, options, warrants, conversion rights, convertible securities, preemptive rights, preferential rights or other material rights (contractual or otherwise) or material agreements of any kind for the purchase or acquisition of any of the Shares.
(f) The Blocker Corp, except with respect to rights and obligations under this Agreement, (i) does not have, and has never had, any assets or operations other than those incidental to its holding of the Blocker Corp Class A Units (whether directly or indirectly) and compliance with its corporate existence, and (ii) has never incurred any Indebtedness or incurred or become subject to any liabilities other than liabilities for income or franchise Taxes, all of which have been paid in accordance with information returns provided to the Blocker Corp. by the Company.
(g) The Blocker Corp., in accordance with information returns provided to the Blocker Corp. by the Company, (i) has timely filed (taking into account any applicable extensions) all Tax Returns required to be fil...
Blocker Corp represents and warrants to Buyer that (except, with respect to any particular section or subsection of this ARTICLE IV, to the extent specifically described in the corresponding section or subsection of the Blocker Corp. Disclosure Letter delivered to Buyer at the time of execution hereof (the “Blocker Corp. Disclosure Letter”) the statements contained in this ARTICLE IV are true and correct as of the date hereof and as of the Closing Date.
Blocker Corp has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Healthlinx, Inc.”
Blocker Corp has not granted any purchaser or other recipient of its securities the right to require Blocker Corp. to register any securities under the Securities Act or to qualify for any exemption thereunder.
Blocker Corp has prepared and timely filed all Tax Returns relating to any and all Taxes concerning or attributable to Blocker Corp. or its operations as required on or before the date of this Agreement and such Tax Returns are true and correct in all material respects and have been completed in accordance with applicable law.
Blocker Corp has not been delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or proposed against Blocker Corp., nor has Blocker Corp. executed any outstanding waiver of any statute of limitations on or extension of the period for the assessment or collection of any Tax.
