OF SELLER. After the Effective Date, Seller agrees that Purchaser shall be entitled to enter upon the Property and to conduct such inspections and audits as Purchaser may reasonably desire. Seller hereby represents and warrants to Purchaser as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the Closing Date, to the best of Seller’s current actual knowledge:
OF SELLER. As an inducement to Buyer to enter into this Agreement, Seller, represents, warrants and covenants to Buyer as follows:
OF SELLER. The Seller hereby represents and warrants to Buyer as follows:
OF SELLER. Seller hereby represents and warrants to Purchaser as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the Closing Date, to the best of Seller’s current actual knowledge:
OF SELLER. Each of Maverick SPE, Maverick J and RSE, jointly and severally, represents and warrants to Buyer, as of the date hereof, and as of the Closing Date, as follows:
(a) each of Maverick SPE and Maverick J is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California with full power and authority to conduct its business as it is now being conducted, to own and use the properties and assets that it purports to own or use, including the Purchased Assets, and to perform all of its obligations under the contracts to which it is a party or by which it is bound;
(b) RSE is a corporation duly organized, validly existing and in good standing under the laws of the State of California with full power and authority to conduct its business as it is now being conducted, to own and use the properties and assets that it purports to own or use, and to perform all of its obligations under the contracts to which it is a party or by which it is bound;
(c) except as described in the background paragraph above, none of them has any subsidiaries or owns any shares of capital stock or other securities of any other person or entity;
(d) RSE owns all of the issued and outstanding equity of Maverick J and Maverick J owns all of the issued and outstanding equity of Maverick SPE and no other person or entity has any options, warrants, claims or other rights to, or in connection with, the equity of Seller or the Purchased Assets;
(e) Those sales records of Seller that have been made available to Buyer are complete and correct in all material respects and have been maintained in accordance with sound business practices;
(f) Maverick SPE and Maverick J have good and marketable title to the Purchased Assets (other than the Xxxxx Xxxxxxxx Brand) free and clear of all liens, security interests, liabilities, disputes, claims, judgments and other encumbrances of any kind or nature (collectively, the “Encumbrances”); and, upon the sale, transfer, assignment and conveyance of the Xxxxx Xxxxxxxx Brand, Buyer shall own good and marketable title to the Purchased Assets (other than the Xxxxx Xxxxxxxx Brand), free and clear of all Encumbrances; February 19, 2014
(g) Maverick SPE and Maverick J have good and marketable title to the Trademarks, free and clear of all liens and security interests and, upon the sale, transfer, assignment and conveyance of the Xxxxx Xxxxxxxx Brand, Buyer shall own good and marketable title to the Trademarks, fr...
OF SELLER. Xxxxxx makes the following representations and warranties to the Issuer with respect to Seller and the Subject Preferred Stock to be sold by Seller hereunder:
(1) Seller is domiciled in the United States of America.
(2) Seller is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
(3) Seller has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder.
(4) Seller owns the Subject Preferred Stock free and clear of any and all options, liens, claims, encumbrances, security interests, pledges, preemptive rights, rights of first refusal and adverse interests of any kind. Seller agrees that the consideration payable by the Issuer for the re-purchase and redemption of the Subject Preferred Stock is fair and reasonable and that Seller is in the best position to evaluate and determine the fair value of the Subject Preferred Stock. There are no restrictions on the transfer or redemption of the Subject Preferred Stock (other than restrictions under the Securities Act or state securities laws). No person or entity has any right to purchase the Subject Preferred Stock or any portion thereof or interest therein.
(5) Seller has received and reviewed the Acquisition Agreements and understands and consents to the transactions contemplated thereby. Seller has been afforded the opportunity during the course of negotiating the transactions contemplated by this Agreement to ask questions of, and to secure such information from, the Issuer and its officers and directors with regard to each of the Issuer and Mexedia S.p.A. S.B., the owner of Mexedia, Inc. and Mexedia DAC, as it deems necessary to evaluate the merits of consenting to the Issuer’s consummating such transactions, it being understood that Seller is the controlling stockholder of the Issuer and, as such, is intimately familiar with the Issuer and its business, operations, assets, liabilities, prospects and financial condition in all respects. All such questions, if asked, were answered satisfactorily and all information or documents provided were found to be satisfactory.
(6) There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to Seller’s knowledge, threatened against Seller or any ...
OF SELLER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN ARTICLE III AND IN THE OTHER AGREEMENTS, NEITHER SELLER NOR ANY OF ITS AFFILIATES IS MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER WITH RESPECT TO THE BUSINESS, THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES. WITHOUT LIMITING THE FOREGOING AND EXCEPT TO THE EXTENT INCLUDED WITHIN THE REPRESENTATIONS OR WARRANTIES CONTAINED IN ARTICLE III OR IN THE OTHER AGREEMENTS, SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING: (A) ANY FINANCIAL STATEMENTS, BUDGETS, LONG RANGE PLANS, STRATEGIC PLANS, MARKET ANALYSIS, FORECASTS, PROJECTIONS, EACS, OPINIONS AND SIMILAR MATERIALS PREPARED OR FURNISHED BY SELLER OR ITS AFFILIATES WITH RESPECT TO THE BUSINESS, THE PURCHASED ASSETS AND THE ASSUMED OBLIGATIONS, (B) FUTURE PROSPECTS, INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (C) THE CONDITION OR SAFETY OF THE REAL PROPERTY AND THE IMPROVEMENTS THEREON, INCLUDING, BUT NOT LIMITED TO, PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, FOUNDATIONS, SOILS AND GEOLOGY, LOT SIZE, OR SUITABILITY OF THE REAL PROPERTY AND THE IMPROVEMENTS FOR A PARTICULAR PURPOSE, (D) WHETHER THE APPLIANCES, IF ANY, PLUMBING OR UTILITIES ARE IN WORKING ORDER, (E) THE HABITABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION, (F) THE FITNESS OF ANY PERSONAL PROPERTY OR FIXTURE, (G) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND OR IN GOOD CONDITION, OR (H) THE IMPACT, FINANCIAL AND OTHERWISE, OF NOT OBTAINING CONSENTS AS REQUIRED BY THE TERMS AND CONDITIONS OF THE ASSIGNED CONTRACTS.
OF SELLER. 29 6.3.1 Regarding Seller's Authority..........................29 6.3.2 Tenant Leases.........................................29 6.3.3
OF SELLER. Seller hereby represents and warrants to the Purchaser, on and as of the date of this Agreement and the Closing Date, as follows:
OF SELLER. (a) Purchaser hereby agrees to indemnify and hold Seller harmless against each and every claim, demand, loss, liability, damage, or expense (including, without limitation, any settlement payment, reasonable attorney's fees, and other expenses incurred in litigation or settlement of any claims) of whatever nature suffered by Seller arising out of or in connection with (i) the conduct by the Purchaser of the business of Motion Control or the use of the Assets by Purchaser from and after the Effective Date, (ii) any material breach of warranty, covenant, or agreement or any material misrepresentation of Purchaser contained in this Agreement, or (iii) the failure of the Purchaser to timely pay or otherwise satisfy its obligations in connection with the Assumed Liabilities, set forth on Schedule 1.6.
(b) Purchaser hereby agrees to indemnify and hold the Seller harmless against each and every claim, demand, loss, liability, damage or expense, based on or arising out of environmental matters attributable to the Purchaser's operation of its business, including the business of Motion Control and the Purchaser use and occupation of the Location, including, without limitation, contamination or cleanup of contamination (also including, without limitation, any settlement payment, reasonable attorneys' fees and other expenses incurred in any litigation or settlement of any claims) that may occur on or after the Effective Date.
