COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Company and all such covenants, representations and warranties shall survive the Closing.
COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser covenants, represents and warrants as follows and acknowledges that the Vendor and Mercury are relying on such covenants, representations and warranties in connection with the sale by the Vendor of the Purchased Shares:
6.1 The Purchaser has been duly incorporated and organized and is validly subsisting and in good standing under the laws of the State of Indiana, with full corporate power and authority to enter into this Agreement;
6.2 The Purchaser has securities registered pursuant to Section 12 of the United States Securities Exchange act of 1934, as amended, has been subject to reporting requirements of that Act, and has filed, in a timely manner, all the material required to be filed thereunder for a period of at least 12 calendar months prior to the date hereof, and will continue to file such reports in a timely manner;
6.3 As of the date hereof, the Purchaser has approximately 72,205,997 shares outstanding on a fully diluted basis, of which the NEI Shares will represent 1.42% of the issued and outstanding capital on a fully diluted basis;
6.4 The execution and delivery of this Agreement by the Purchaser and its completion will not conflict with any applicable laws or with its charter documents, nor does it conflict with, nor result in a breach of any contract or other commitment to which the Purchaser is a party or by which the Purchaser is bound;
6.5 The Purchaser undertakes and agrees that, immediately following the Closing, it shall take such steps as may be necessary to change the name of the Company so that the word "Argosy" or any variation thereof does not appear in the name of the Company;
6.6 This Agreement has been duly executed and delivered by the Purchaser and is a valid and binding obligation of the Purchaser in accordance with its terms;
6.7 The Purchaser agrees that it will not consolidate its share capital prior to closing or for a period of two years from the Closing Date without the advance written approval of the Vendor, which will not be unreasonably withheld.
COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby covenants and represents and warrants to the Company that:
COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby covenants with and acknowledges, represents and warrants to the Vendor as follows, and acknowledges that the Vendor is relying upon such covenants, acknowledgements, representations and warranties in connection with the sale of the Company Shares to the Purchaser:
3.1 The Purchaser is familiar with the provisions of Regulation D promulgated under the Securities Act.
3.2 The Purchaser, and each of the beneficial owners of the Purchaser, are accredited investors as defined in Rule 501 of Regulation D.
(a) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;
(b) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
(c) Any director or executive officer of the Company;
(d) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii);
(e) Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
(f) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
(g) Any bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;
(h) Any insurance company as defined in Section 2(a)(13) of the Securities Act;
(i) Any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act;
(j) Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
(k) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
(l...
COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. 5.1 The Purchaser hereby represents and warrants to the Vendor as follows:
5.1.1 The Purchaser is a corporation duly and properly incorporated and organized under the laws of the Province of Alberta and is a valid and subsisting corporation under such laws.
5.1.2 The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action.
5.1.3 This Agreement and each further agreement contemplated by this Agreement when executed and delivered by the Purchaser and when duly and properly executed and delivered by each other party thereto will be a valid and binding agreement.
5.1.4 The Purchaser shall be responsible for all debts and liabilities of the Purchased Business incurred by the Purchaser from the Time of Closing onward and shall and does hereby indemnify and save harmless the Vendor from and against all claims, demands, actions or loss incurred by the Purchaser after the Closing Date.
5.1.5 The Securac Shares delivered to the Vendor as closing proceeds shall have a Fair Market Value as at the Date of Closing of not less than $130,000.00.
5.1.6 The Purchaser shall deliver on closing a contract of employment in favour of Xxxxxxxx in the form reflecting the terms of employment set out in Schedule "D".
5.2 The Purchaser shall indemnify and save harmless the Vendor from any liability it incurs as a result of the breach of any representation, warranty, covenant or condition of the Purchaser.
COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser represents and warrants to the Vendor as follows
6.1 The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the Province of British Columbia and has the power and capacity to enter into this Agreement and carry out its terms.
6.2 The execution and delivery of this Agreement and the completion of the transaction contemplated hereby has been duly and validly authorized by all necessary corporate action on the part of the Purchaser, and this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms except as limited by laws of general application affecting the rights of creditors.
COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby covenants, represents and warrants to the Issuer as follows:
COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser covenants with and represents and warrants to the Vendor and the Company as follows and acknowledge that the Vendor are relying upon such covenants, representations and warranties in entering into this Agreement:
4.1 The Purchaser has been duly incorporated and organized and is validly subsisting under the laws of the Province of British Columbia; it has the corporate power to own or lease its properties and to carry on its business as now being conducted by it; and it is duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which the nature of its business or the property owned or leased by it makes such qualification necessary.
4.2 The entering into of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any of the terms and provisions of the constating documents or bylaws of the Purchaser or of any indenture, instrument or agreement, written or oral, to which the Purchaser may be a party.
4.3 This Agreement has been duly authorized, validly executed and delivered by the Purchaser.
4.4 The Promissory Note has been duly executed by the Purchaser and is enforceable against the Purchaser in accordance with its terms.
COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. 4.1 The Purchaser covenants with the Vendors as follows:
a) That it is a company duly organized, validly existing and in good standing under the laws of the State of Nevada, has all requisite power and authority to carry on its business as now being conducted.
b) That it has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution of this Agreement and the consummation of the transactions have been duly authorized by the Board of Directors of the Purchaser.
c) to comply with their obligations under this Agreement.
COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser covenants with and represent and warrant to the Vendor and the Company as follows and acknowledge that the Vendor is relying upon such covenants, representations and warranties in entering into this Agreement:
4.1 The Purchaser has been duly incorporated and organized, is a validly existing company with limited liability and is in good standing under the laws of Germany; it has the corporate power to own or lease its properties and to carry on its business as now being conducted by it; and it is duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which the nature of its business or the property owned or leased by it makes such qualification necessary.
4.2 The Vendor Shares owned by the Purchaser are owned by it as the beneficial and recorded owner with good and marketable title thereto, free and clear of all mortgages, liens, charges security interests, adverse claims, pledges, encumbrances and demands whatsoever.
4.3 This Agreement has been duly authorized, validly executed and delivered by the Purchaser.
