Key TechnoLabs Pvt. Ltd. Warranties" The representations, warranties and undertakings under Article 7;
Key TechnoLabs Pvt. Ltd. shall use its reasonable best efforts to assist Mercor Portfolio, Inc. in all its negotiations and exchanges of correspondence in relation to the transactions referred to herein with the Pink Sheets other relevant authorities;
Key TechnoLabs Pvt. Ltd. shall use its reasonable best efforts to provide Mercor Portfolio, Inc. with such information as the Pink Sheets may require for the purpose of obtaining their clearance of any announcement or information required in connection with this Agreement;
Key TechnoLabs Pvt. Ltd. Information. Key TechnoLabs Pvt. Ltd. has furnished or made available to Mercor Portfolio, Inc., prior to the date hereof, copies of its Key TechnoLabs Pvt. Ltd. Business Plan (the Key TechnoLabs Pvt. Ltd. Disclosure Documents”). These Key TechnoLabs Pvt. Ltd. Disclosure Documents are given in Exhibit 7.1(g) attached hereto and incorporated by reference. Each of these documents, as of its respective date (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), did not, and each of the documents filed by Key TechnoLabs Pvt. Ltd. with the Mercor Portfolio, Inc. after the date hereof and prior to the Closing will not, as of the date thereof (or if amended or superseded by a filing prior to the date of the Closing, then on the date of such filing), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Key TechnoLabs Pvt. Ltd. is not a party to any material contract, agreement or other arrangement which has not been given to Mercor Portfolio, Inc.
Key TechnoLabs Pvt. Ltd. has all necessary corporate power and authority to own or lease its respective properties and assets, as applicable, and to carry on its businesses as now conducted and are duly qualified or licensed to do business as foreign corporations in good standing in all jurisdictions, except where the failure to be so qualified or licensed is not material to the Business.
Key TechnoLabs Pvt. Ltd. has no liabilities of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, probable of assertion or not, except liabilities that (i) are reflected or disclosed in the Financial Statements described in Sections (a) and (g) above, (ii) are reflected in the notes to the balance sheet included in the most recent of the Financial Statements, (iii) are obligations set forth in any Contracts listed in the Exhibits to this Agreement or in Contracts not required to be listed in such Exhibits, (iv) are disclosed in any of the Exhibits to this Agreement, (v) were incurred in the ordinary course of business, and (vi) except as set forth in Exhibit 8.4(i), do not exceed $25,000 individually or $50,000 in the aggregate. As of the date of Closing, all the Key TechnoLabs Pvt. Ltd’s liabilities in the aggregate, including contingent liabilities, existing or inchoate, shall not exceed $25,000.
