Contracts and Leases. Except as shown on Exhibit 4.18, the Company does not (i) have any leases of personal property relating to the Assets, whether as lessor or lessee; (ii) have any contractual or other obligations relating to the Assets, whether written or oral; and (iii) have given any power of attorney to any person or organization for any purpose relating to the Assets. The Company shall provide to Purchaser prior to the Closing Date each and every contract, lease or other document relating to the Assets to which it is subject or is a party or a beneficiary. To the Company’s and the Seller’s knowledge, such contracts, leases or other documents are valid and in full force and effect according to their terms and constitute legal, valid and binding obligations of the Company and the other respective parties thereto and are enforceable in accordance with their terms. The Seller and the Company have no knowledge of any default or breach under such contracts, leases or other documents or of any pending or threatened claims under any such contracts, leases or other documents. Neither the execution of this Agreement, nor the consummation of all or any of the transactions contemplated under this Agreement, will constitute a breach or default under any such contracts, leases or other documents which would have a material adverse effect on the financial condition of the Company or the Assets after the Closing.
Appears in 2 contracts
Samples: Merger Agreement (Torchlight Energy Resources Inc), Agreement and Plan of Reorganization (Torchlight Energy Resources Inc)
Contracts and Leases. Except as shown on Exhibit 4.18set forth in Schedule 3.15, the Company does not (i) have any leases of personal property relating to the Assetsassets of the Company, whether as lessor or lessee; (ii) have any contractual or other obligations relating to the Assetsassets of the Company, whether written or oral; and or (iii) have given any power of attorney to any person or organization for any purpose relating to the Assetsassets or the business of the Company. The Company shall provide to Purchaser Buyer prior to the Closing Date each and every contract, lease or other document relating to the Assets assets of the Company to which it is they are subject or is are a party or a beneficiary. To the Company’s knowledge of the Company and the Seller’s knowledge, such contracts, leases or other documents are valid and in full force and effect according to their terms and constitute a legal, valid and binding obligations obligation of the Company and the other respective parties thereto and are enforceable in accordance with their terms. The Seller Company and the Company Seller have no knowledge of any default or breach under such contracts, leases or other documents or of any pending or threatened claims under any such contracts, leases or other documents. Neither the execution of this Agreement, nor the consummation of all or any of the transactions contemplated under this Agreement, will constitute a breach or default under any such contracts, leases or other documents which would have a material adverse effect on the financial condition of the Company or the Assets operation of the Club after the Closing.
Appears in 1 contract
Samples: Purchase Agreement (Ricks Cabaret International Inc)
Contracts and Leases. Except as shown on Exhibit 4.18, the Company does not (i) have any leases of personal property relating to the Assets, whether as lessor or lessee; (ii) have any contractual or other obligations relating to the Assets, whether written or oral; and (iii) have given any power of attorney to any person or organization for any purpose relating to the Assets. The Company shall provide to Purchaser prior to the Closing Date each and every contract, lease or other document relating to the Assets to which it is subject or is a party or a beneficiary. To the Company’s 's and the Seller’s 's knowledge, such contracts, leases or other documents are valid and in full force and effect according to their terms and constitute legal, valid and binding obligations of the Company and the other respective parties thereto and are enforceable in accordance with their terms. The Seller and the Company have no knowledge of any default or breach under such contracts, leases or other documents or of any pending or threatened claims under any such contracts, leases or other documents. Neither the execution of this Agreement, nor the consummation of all or any of the transactions contemplated under this Agreement, will constitute a breach or default under any such contracts, leases or other documents which would have a material adverse effect on the financial condition of the Company or the Assets after the Closing.
Appears in 1 contract
Samples: Merger Agreement (McCabe Greg)
Contracts and Leases. Except as shown on set forth in Exhibit 4.18---------------------- 3.12, neither the Partnership nor the Company does not (i) have has any leases of personal property relating to the Assetsassets of the Partnership or the Company, whether as lessor or lessee; (ii) have has any contractual or other obligations relating to the Assetsassets of the Partnership or the Company, whether written or oral; and (iii) have has not given any power of attorney to any person or organization for any purpose relating to the Assetsassets of the Partnership or the Company. Other than as contemplated by this Agreement, as of the Closing Date, there will not be any lease agreements for the Real Property where the Business is located. The Company shall provide and the Partnership have provided Buyer access to Purchaser prior to the Closing Date each and every contract, lease or other document relating to the Assets assets of the Partnership and the Company to which it is they are subject or is are a party or a beneficiary. To the Company’s 's and the Seller’s Partnership's knowledge, such contracts, leases or other documents are valid and in full force and effect according to their terms and constitute legal, valid and binding obligations of the Company Partnership and/or the Company, and the other respective parties thereto and are enforceable in accordance with their terms. The Seller and Neither the Partnership nor the Company have no has knowledge of any default or breach under such contracts, leases or other documents or of any pending or threatened claims under any such contracts, leases or other documents. Neither the execution of this Agreement, nor the consummation of all or any of the transactions contemplated under this Agreement, will constitute a breach or default under any such contracts, leases or other documents which would have a material adverse effect on the financial condition of the Company or the Assets after the Closing.
Appears in 1 contract
Samples: Purchase Agreement (Ricks Cabaret International Inc)
Contracts and Leases. Except as shown on disclosed in Exhibit 4.183.18, the Company does not (i) have any has no leases of personal property relating to the Assetsassets of the Company, whether as lessor or lessee; (ii) have any has no contractual or other obligations relating to the Assetsassets of the Company, whether written or oral; and (iii) have has not given any power of attorney to any person or organization for any purpose relating to the Assetsassets of the Company. The Company shall provide to has furnished Purchaser prior to the Closing Date a copy of each and every contract, lease or other document relating to the Assets assets of the Company to which it is they are subject or is are a party or a beneficiary. To the CompanySeller’s and the SellerCompany’s knowledge, such contracts, leases or other documents are valid and in full force and effect according to their terms and constitute constitutes a legal, valid and binding obligations obligation of the Company and the other respective parties thereto and are enforceable in accordance with their terms. The Seller and the Company have no knowledge of any default or breach under such contracts, leases or other documents or of any pending or threatened claims under any such contracts, leases or other documents. Neither the execution of this Agreement, nor the consummation of all or any of the transactions contemplated under this Agreement, will constitute a breach or default under any such contracts, leases or other documents which would have a material adverse effect on the financial condition of the Company or for the Assets operation of its business after the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (House of Brussels Chocolates Inc)