Common use of Conditions and Representations Clause in Contracts

Conditions and Representations. a) The Seller hereby confirms that it is the rightful and true owner of the inventory and exclusive distributorship and as such has the right to sell the assets. b) The Seller hereby confirms that the Unic distributorship is unencumbered and has no lien attached to it, and that the only lien attached to the Unic crane inventory is the payable disclosed to and being assumed by the Buyer. c) The Seller hereby confirms that he has no outstanding liabilities related to the assets that are being transferred herein that have not been disclosed to the Buyer. d) The Seller unconditionally and irrevocably: 1) indemnifies the Buyer against all losses, damages, costs and expenses which the Buyer may now or in the future suffer or incur directly or indirectly from any undisclosed liability, breach or non-observance of a guaranteed obligation prior to the date of this agreement. e) The Buyer represents and warrants to the Seller that each of the following statements is true and accurate at the date of this Agreement and will be true and accurate on the Closing Date specified in Article 4, remaining in full force and effect on and after such Closing date: i) It has the power and the authority to enter into and perform its obligations under this Agreement and to carry out the transaction contemplated by this Agreement; ii) It has taken all necessary action to authorize its entry into and performance of this Agreement and to carry out the transaction contemplated by this Agreement; iii) Its obligations under this Agreement are valid and binding and enforceable against it in accordance with their terms. Exhibit 10(ii) f) The Buyer acknowledges and agrees with the Seller that it has had the opportunity to, and has, conducted due diligence investigations in relation to the Unic cranes distributorship and has had the opportunity to raise such enquiries with appropriate authorities as it considered necessary in relation to the Agreement. g) The purchase price has been agreed on by both parties, but both parties agree that the price bears no relationship to any publicly quoted market price for the Company’s common stock, nor to the assets, earnings, book value or to other recognized criteria of value for the Company or the asset being purchased by the Company. h) Buyer and Seller agree that the Purchase Price will constitute and represent a minority interest in the Company, and that Seller has no management rights over the Company or the assets being purchased. However, Buyer agrees to employ the Seller as a Vice President of Operations in charge of selling the Unic crane products for a period of 6 months from the closing date, renewable by mutual agreement.

Conditions and Representations. a) The Seller hereby confirms that it is the rightful and true owner of the inventory and exclusive distributorship and as such has the right to sell the assets. b) The Seller hereby confirms that the Unic Atomix distributorship is unencumbered and has no lien attached to it, and that the only lien attached to the Unic crane inventory is the payable disclosed to and being assumed by the Buyer. c) The Seller hereby confirms that he has no outstanding liabilities related to the assets that are being transferred herein that have not been disclosed to the Buyer. d) The Seller unconditionally and irrevocably: 1) indemnifies the Buyer against all losses, damages, costs and expenses which the Buyer may now or in the future suffer or incur directly or indirectly from any undisclosed liability, breach or non-observance of a guaranteed obligation prior to the date of this agreement. e) The Buyer represents and warrants to the Seller that each of the following statements is true and accurate at the date of this Agreement and will be true and accurate on the Closing Date specified in Article 4, remaining in full force and effect on and after such Closing date: i) It has the power and the authority to enter into and perform its obligations under this Agreement and to carry out the transaction contemplated by this Agreement; ii) It has taken all necessary action to authorize its entry into and performance of this Agreement and to carry out the transaction contemplated by this Agreement; iii) Its obligations under this Agreement are valid and binding and enforceable against it in accordance with their terms. Exhibit 10(ii). f) The Buyer acknowledges and agrees with the Seller that it has had the opportunity to, and has, conducted due diligence investigations in relation to the Unic cranes Atomix Boats distributorship and has had the opportunity to raise such enquiries with appropriate authorities as it considered necessary in relation to the Agreement.. Exhibit 10(iv) g) The purchase price has been agreed on by both parties, but both parties agree that the price bears no relationship to any publicly quoted market price for the Company’s common stock, nor to the assets, earnings, book value or to other recognized criteria of value for the Company or the asset being purchased by the Company. h) Buyer and Seller agree that the Purchase Price will constitute and represent a minority interest in the Company, and that Seller has no management rights over the Company or the assets being purchased. However, Buyer agrees to employ the Seller as a Vice President of Operations in charge of selling the Unic crane Atomix boat products for a period of 6 months from the closing date, renewable by mutual agreement.

Conditions and Representations. a) The Seller hereby confirms that it is the rightful and true owner of the inventory and exclusive distributorship WWA and as such has the right to sell or issue the assetsShares. b) The Seller hereby confirms that WWA and the Unic distributorship is Shares are unencumbered and has have no lien attached to it, and that the only lien attached to the Unic crane inventory is the payable disclosed to and being assumed by the Buyerthem. c) The Seller hereby confirms that he has no outstanding liabilities related to the assets Shares that are being transferred sold and issued herein that have not been disclosed to the Buyer. d) The Seller unconditionally and irrevocably: 1i) indemnifies the Buyer against all losses, damages, costs and expenses which the Buyer may now or in the future suffer or incur directly or indirectly from any undisclosed liability, breach or non-observance of a guaranteed obligation prior to the date of this agreement. e) The Buyer represents and warrants to the Seller that each of the following statements is true and accurate at the date of this Agreement and will be true and accurate on the Closing Date specified in Article 4, remaining in full force and effect on and after such Closing date: i) It has the power and the authority to enter into and perform its obligations under this Agreement and to carry out the transaction contemplated by this Agreement;; Exhibit 10(i) ii) It has taken all necessary action to authorize its entry into and performance of this Agreement and to carry out the transaction contemplated by this Agreement; iii) Its obligations under this Agreement are valid and binding and enforceable against it in accordance with their terms. Exhibit 10(ii). f) The Buyer acknowledges and agrees with the Seller that it has had the opportunity to, and has, conducted due diligence investigations in relation to the Unic cranes distributorship WWA and has had the opportunity to raise such enquiries with appropriate authorities as it considered necessary in relation to the Agreement. g) The purchase price has been agreed on by both parties, but both parties agree that the price bears no relationship to any publicly quoted market price for the Company’s common stockShares, nor to the assets, earnings, book value or to other recognized criteria of value for the Company or the asset being purchased by the CompanyWWA. h) Buyer and Seller agree that the Purchase Price Shares issued to Buyer will constitute and represent a minority interest in the Company, and that Seller has no management rights over the Company WWA or the assets being purchasedits assets. However, Seller grants Buyer agrees the right to employ appoint 1 of 3 directors to the board of directors of WWA. Also, Seller as grants Buyer the right to oversee the uses of funds invested by Buyer into WWA, and the right to veto any planned expenditure or commitment of more than $100,000 (one-hundred-thousand U.S. Dollars). i) Buyer and Seller agree that in the case of WWA showing negative cash flow after 2 years of audited operations, the Buyer will have the right appoint a Vice President 2nd of Operations in charge 3 directors to the board of selling the Unic crane products for a period of 6 months from the closing date, renewable by mutual agreementdirectors to WWA.

Conditions and Representations. a) The Seller SELLER hereby confirms that it is the rightful and true owner of the inventory and exclusive distributorship assignable rights granted under the Epower Contract, and as such has the right to sell the assetsassign its rights, and to allow any assignee to sub-assign its rights. b) The Seller SELLER hereby confirms that the Unic distributorship is unencumbered and has rights granted under the Epower Contract have no lien lien(s) attached to it, and that the only lien attached to the Unic crane inventory is the payable disclosed to and being assumed by the Buyerthem. c) The Seller SELLER hereby confirms that he has the there are no outstanding liabilities related to the assets that are being transferred herein Epower contract that have not been disclosed to the BuyerBUYER. d) The Seller SELLER unconditionally and irrevocably: 1) irrevocably indemnifies the Buyer BUYER against all losses, damages, costs and expenses which the Buyer BUYER may now or in the future suffer or incur directly or indirectly from any undisclosed liability, breach or non-observance of a guaranteed obligation prior to the date of this agreement. e) The Buyer BUYER represents and warrants to the Seller SELLER that each of the following statements is true and accurate at the date of this Agreement and will be true and accurate on the Closing Date specified in Article 4Date, remaining in full force and effect on and after such Closing date: i) It has the power and the authority to enter into and perform its obligations under this Agreement and to carry out the transaction contemplated by this Agreement; ii) It has taken all necessary action to authorize its entry into and performance of this Agreement and to carry out the transaction contemplated by this Agreement; iii) Its obligations under this Agreement are valid and binding and enforceable against it in accordance with their terms. Exhibit 10(ii). f) The Buyer BUYER acknowledges and agrees with the Seller SELLER that it has had the opportunity to, and has, conducted due diligence investigations in relation to the Unic cranes distributorship Epower Contract attached as Annex A, and has had the opportunity to raise such enquiries with appropriate authorities as it considered necessary in relation to the Agreement. g) The purchase price has been agreed on by both parties, but both parties agree that the price bears no relationship to any publicly quoted market price for the Company’s common stock, nor to the assets, earnings, book value or to other recognized criteria of value for the Company or the asset being purchased by the Company. h) Buyer and Seller agree that the Purchase Price will constitute and represent a minority interest in the Company, and that Seller has no management rights over the Company or the assets being purchased. However, Buyer agrees to employ the Seller as a Vice President of Operations in charge of selling the Unic crane products for a period of 6 months from the closing date, renewable by mutual agreement.