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, free and clear of all liens and security interests; provided, that Seller and RSE make no representations or warranties that Buyer will be successful in obtaining registrations of the applications included in the Trademarks; (h) to the Knowledge of the Selling Parties (defined below), Maverick SPE and Maverick J have good and marketable title to the Xxxxx Xxxxxxxx Brand (other than the Trademarks), free and clear of all liens and security interests and, to the Knowledge of the Selling Parties, upon the sale, transfer, assignment and conveyance of the Xxxxx Xxxxxxxx Brand, Buyer shall own good and marketable title to the Xxxxx Xxxxxxxx Brand (other than the Trademarks), free and clear of all liens and security interests provided, that Seller and RSE make no representations or warranties that Buyer will be successful in obtaining registrations of the Xxxxx Xxxxxxxx Brand. As used herein, “Knowledge of the Selling Parties” and any similar terms with regard to Seller and/or RSE, shall mean the actual knowledge of Xxxxxxx Xxxxxxx and/or Xxxxxxx Xxxxxx; (i) Seller’s operation of the Purchased Assets are, and have been, in compliance with all laws in all material respects, including all tax and environmental laws; (j) each Seller has (i) timely filed, subject to permitted extensions under applicable Law, all tax returns required to be filed by it to the Knowledge of the Selling Parties, (ii) to the Knowledge of the Selling Parties, paid all taxes owed (whether or not shown on a tax return) and remitted all payroll, sales and other withholding taxes to the applicable taxing authority, (iii) not been the subject of any past or current audit related to taxes, (iv) not received written notice, or to the Knowledge of the Selling Parties, any other type of type of notice, from any jurisdiction in which tax returns are not currently filed that such Seller is subject to tax in such jurisdiction, and (iv) no liability for the taxes of any other Person as a transferee, successor, by contract or otherwise; (k) each Seller and RSE have the requisite power and authority, and Xxxxxxx Xxxxxxx has the requisite legal capacity, to enter into (i) this Agreement and (ii) the License Agreement, the Seller Pledge Agreement (as defined below), the Seller Security Agreement (as defined below), the Solomon Guarantee (as defined below), as applicable, together with the other agreements required to be executed and delivered by Seller, RSE and/or Xxxxxxx Xxxxxxx herein, as applicable, and the Excess Inventory Letter Agreement (the agreements described in clause (ii) being referred to, collectively as the “Seller Ancillary Agreements”), and to perform their respective obligations hereunder and thereunder and all company action on the part of each, their respective officers, director, managers and equityholders necessary for the due authorization, execution, delivery and performance of this Agreement and all Seller Ancillary Agreements to which it is a party has been taken; (l) all of the contracts that are included in the Assumed Liabilities are all in full force and effect, and are not subject to early termination; and except as previously disclosed to Buyer with regard to the Zanetti License Agreement, all parties to such contracts are in compliance with such contracts and are not in breach or default thereunder; and all such contracts do not require the consent or approval of any party and/or governmental authority in connection with the transactions contemplated hereunder; February 19, 2014 (m) no suppliers or consultants necessary to the operation of the Purchased Assets (other than Xxxxx Xxxxxxxx) has, prior to Closing, given any written notice of its intention to terminate and/or modify or amend its relationship with the Business or Seller; (n) the execution, delivery and performance of this Agreement and each of the Seller Ancillary Agreements (i) constitutes the valid and legally binding agreement of each Seller, RSE and Xxxxxxx Xxxxxxx enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforcement of creditor’s rights generally, general equitable principles and the discretion of courts in granting equitable remedies (the “Bankruptcy and Equity Exception”), (ii) does not constitute a default, breach, violation or termination under any contract, instrument or other document to which any of them (and/or the Purchased Assets) is a party or is bound, including their respective charter and organizational documents, (iii) does not constitute a violation of any law, (iv) does not give any person or entity the right to challenge any of the transactions contemplated hereby and (v) does not result in the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assets; (o) [Reserved] (p) to the Knowledge of the Selling Parties, there has been no infringement by any other person or entity of any of the Trademarks, Names or Brands or of any other intellectual property rights of Seller; (q) to the Knowledge of the Selling Parties, the Trademarks have not and do not violate or infringe any intellectual property rights of any other person or entity, and neither Seller nor RSE have received any communication alleging that it violates or infringes the intellectual property rights of any other person or entity; (r) other than with regard to the Trademarks (as covered by clause (q) above), to the Knowledge of the Selling Parties, Seller has not and does not violate or infringe any intellectual property rights of any other person or entity, and neither Seller nor RSE have received any communication alleging that it violates or infringes the intellectual property rights of any other person or entity; (s) Seller has not been sued for infringing any intellectual property right of another person or entity; (t) there is no claim or demand of any person or entity pertaining to, or any Proceeding which is pending or, to the Knowledge of the Selling Parties, threatened, that challenges the rights of Seller in respect of any Trademark, Name or Brand or other intellectual property rights; (u) none of the Purchased Assets are subject to any outstanding order, writ, injunction, ruling citation, award, decree, assessment or other judgment of any nature by or with any court, tribunal, arbitrator, or other governmental authority (collectively, “Orders”); (v) without in any manner limiting any of the other representations and warranties set forth in this Agreement, none of Seller or their facilities is in violation of, or has violated, or has been or is in non-compliance with, any environmental laws, including in connection with the ownership, use, maintenance or operation of, or conduct of the Business, the Purchased Assets or any of their facilities, which violation or non-compliance could reasonably be expected to affect Buyer’s right or ability to use the Purchased Assets in the manner used by Seller; February 19, 2014 (w) there are no demands, claims, suits, actions, litigation, investigations, arbitration, administrative hearings or any other proceedings of any nature (collectively, “Proceedings”) involving or relating to the Purchased Assets, and to the Knowledge of the Selling Parties, no Proceeding is pending or threatened; (x) Seller has delivered to Buyer accurate and complete copies of all insurance policies to which it is a party, which such insurance policies (i) are valid, outstanding and enforceable, are, to the Knowledge of the Selling Parties, issued by an insurer that is financially sound and reputable, (ii) provide adequate insurance coverage for the Purchased Assets and (iii) are sufficient for compliance with all laws; (y) none of Seller or RSE incurred any obligations or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with the sale of the Purchased Assets; (z) Seller is not now insolvent and will not be rendered insolvent by any transactions contemplated hereby and, immediately after giving effect to the transactions contemplated hereby, Seller will be able to pay liabilities as they become due in the ordinary course of business; and (aa) no representation, warranty or other statement made by Seller in connection with the transactions contemplated hereby contains any untrue statement or omits to state a material fact necessary to make any of them, in light or the circumstances in which it was made, not misleading.
Appears in 1 contract
Samples: Installment Purchase and Sale Agreement (Hampshire Group LTD)
OF SELLER. Each To induce the Purchaser to enter into this Agreement, Seller makes the following representations, warranties and covenants, each of Maverick SPE, Maverick J which is material to and RSE, jointly and severally, represents and warrants to Buyer, as of the date hereofis relied upon by Purchaser, and as each of which shall be effective and true on or prior to the Closing Date, as follows:approval of this Agreement and at closing.
(a) each of Maverick SPE and Maverick J is a limited liability company duly organizedSeller has the right, 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, sell the Subject Property to own Purchaser in accordance with the terms and use the properties and assets that it purports to own or use, including the Purchased Assetsconditions hereof, and to execute, deliver and 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, free and clear of all liens and security interests; provided, that Seller and RSE make no representations or warranties that Buyer will be successful in obtaining registrations of the applications included in the Trademarks;
(h) to the Knowledge of the Selling Parties (defined below), Maverick SPE and Maverick J have good and marketable title to the Xxxxx Xxxxxxxx Brand (other than the Trademarks), free and clear of all liens and security interests and, to the Knowledge of the Selling Parties, upon the sale, transfer, assignment and conveyance of the Xxxxx Xxxxxxxx Brand, Buyer shall own good and marketable title to the Xxxxx Xxxxxxxx Brand (other than the Trademarks), free and clear of all liens and security interests provided, that Seller and RSE make no representations or warranties that Buyer will be successful in obtaining registrations of the Xxxxx Xxxxxxxx Brand. As used herein, “Knowledge of the Selling Parties” and any similar terms with regard to Seller and/or RSE, shall mean the actual knowledge of Xxxxxxx Xxxxxxx and/or Xxxxxxx Xxxxxx;
(i) Seller’s operation of the Purchased Assets are, and have been, in compliance with all laws in all material respects, including all tax and environmental laws;
(j) each Seller has (i) timely filed, subject to permitted extensions under applicable Law, all tax returns required to be filed by it to the Knowledge of the Selling Parties, (ii) to the Knowledge of the Selling Parties, paid all taxes owed (whether or not shown on a tax return) and remitted all payroll, sales and other withholding taxes to the applicable taxing authority, (iii) not been the subject of any past or current audit related to taxes, (iv) not received written notice, or to the Knowledge of the Selling Parties, any other type of type of notice, from any jurisdiction in which tax returns are not currently filed that such Seller is subject to tax in such jurisdiction, and (iv) no liability for the taxes of any other Person as a transferee, successor, by contract or otherwise;
(k) each Seller and RSE have the requisite power and authority, and Xxxxxxx Xxxxxxx has the requisite legal capacity, to enter into (i) this Agreement and (ii) the License Agreementall other instruments, the Seller Pledge Agreement (as defined below)conveyances, the Seller Security Agreement (as defined below), the Solomon Guarantee (as defined below), as applicable, together with the other agreements required or to be executed and delivered delivered, by Seller in connection with the transactions contemplated herein. This Agreement and all other documents executed and delivered, or to be executed and delivered, by Seller in connection with the transactions contemplated herein, have been, or at the appropriate time will be, duly executed and upon delivery will constitute, the legal, valid and binding obligations of Seller, RSE and/or Xxxxxxx Xxxxxxx herein, as applicable, and the Excess Inventory Letter Agreement (the agreements described enforceable in clause (ii) being referred to, collectively as the “Seller Ancillary Agreements”), and to perform accordance with their respective obligations hereunder terms and thereunder and provisions, subject, however, to the effect of any bankruptcy, reorganization, moratorium, insolvency or other laws affecting the rights of creditors generally. Seller has taken all company action on the part of eachaction, their respective officerscorporate or otherwise, director, managers and equityholders necessary for the due authorization, required to authorize its execution, delivery and performance of this Agreement and all Seller Ancillary Agreements to which it is a party has been taken;
(l) all of the contracts that are included in the Assumed Liabilities are all in full force and effect, and are not subject to early termination; and except as previously disclosed to Buyer with regard to the Zanetti License Agreement, all parties to such contracts are in compliance with such contracts and are not in breach or default thereunder; and all such contracts do not require the consent or approval of any party and/or governmental authority in connection with the transactions contemplated hereunder; February 19, 2014
(m) no suppliers or consultants necessary to the operation of the Purchased Assets (other than Xxxxx Xxxxxxxx) has, prior to Closing, given any written notice of its intention to terminate and/or modify or amend its relationship with the Business or Seller;
(n) the execution, delivery and performance of this Agreement and each of the Seller Ancillary Agreements (i) constitutes the valid and legally binding agreement of each Seller, RSE and Xxxxxxx Xxxxxxx enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforcement of creditor’s rights generally, general equitable principles and the discretion of courts in granting equitable remedies (the “Bankruptcy and Equity Exception”), (ii) does not constitute a default, breach, violation or termination under any contract, instrument or other document to which any of them (and/or the Purchased Assets) is a party or is bound, including their respective charter and organizational documents, (iii) does not constitute a violation of any law, (iv) does not give any person or entity the right to challenge any of the transactions contemplated hereby and (v) does not result in the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assets;
(o) [Reserved]
(p) to the Knowledge of the Selling Parties, there has been no infringement by any other person or entity of any of the Trademarks, Names or Brands or of any other intellectual property rights of Seller;
(q) to the Knowledge of the Selling Parties, the Trademarks have not and do not violate or infringe any intellectual property rights of any other person or entity, and neither Seller nor RSE have received any communication alleging that it violates or infringes the intellectual property rights of any other person or entity;
(r) other than with regard to the Trademarks (as covered by clause (q) above), to the Knowledge of the Selling Parties, Seller has not and does not violate or infringe any intellectual property rights of any other person or entity, and neither Seller nor RSE have received any communication alleging that it violates or infringes the intellectual property rights of any other person or entity;
(s) Seller has not been sued for infringing any intellectual property right of another person or entity;
(t) there is no claim or demand of any person or entity pertaining to, or any Proceeding which is pending or, to the Knowledge of the Selling Parties, threatened, that challenges the rights of Seller in respect of any Trademark, Name or Brand or other intellectual property rights;
(u) none of the Purchased Assets are subject to any outstanding order, writ, injunction, ruling citation, award, decree, assessment or other judgment of any nature by or with any court, tribunal, arbitrator, or other governmental authority (collectively, “Orders”);
(v) without in any manner limiting any of the other representations and warranties set forth in this Agreement, none of Seller or their facilities is in violation of, or has violated, or has been or is in non-compliance with, any environmental laws, including in connection with the ownership, use, maintenance or operation of, or conduct of the Business, the Purchased Assets or any of their facilities, which violation or non-compliance could reasonably be expected to affect Buyer’s right or ability to use the Purchased Assets in the manner used by Seller; February 19, 2014
(w) there are no demands, claims, suits, actions, litigation, investigations, arbitration, administrative hearings or any other proceedings of any nature (collectively, “Proceedings”) involving or relating to the Purchased Assets, and to the Knowledge of the Selling Parties, no Proceeding is pending or threatened;
(x) Seller has delivered to Buyer accurate and complete copies of all insurance policies to which it is a party, which such insurance policies (i) are valid, outstanding and enforceable, . There are, to the Knowledge best of the Selling PartiesSeller’s knowledge, issued by an insurer that is financially sound and reputableno claims, (ii) provide adequate insurance coverage for the Purchased Assets and (iii) are sufficient for compliance with all laws;
(y) none of Seller or RSE incurred any obligations or liabilitydefenses, contingent personal or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with the sale of the Purchased Assets;
(z) Seller is not now insolvent and will not be rendered insolvent by any transactions contemplated hereby and, immediately after giving effect offsets whatsoever to the transactions contemplated herebyvalidity or enforceability with respect to Seller of this Agreement or any other documents executed and delivered, Seller will or to be able to pay liabilities as they become due in the ordinary course of business; and
(aa) no representationexecuted and delivered, warranty or other statement made by Seller in connection with the transactions contemplated hereby contains herein nor, to the best of Seller’s knowledge, is there any untrue statement basis for any such claim, defense or omits offset known to Seller.
(b) To the best of Seller’s knowledge neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated herein will conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any agreement, contract, or instrument to which Seller is a party; and
(c) The Subject Property including all the leasehold estate, personalty, contract rights, leases, and the like which are to be transferred to the Purchaser hereunder, constitute all of the property and property rights located on or used in connection with the operation of the Subject Property; and
(d) To the best of Seller’s knowledge at Closing, all of the equipment, personal property and the like shall be in substantially the same working order as on the date hereof, reasonable wear and tear excepted, and the Personalty, including equipment, heating and air conditioning systems and the like, shall be in good operating condition and state of repair at closing, except for such defects as shall be disclosed in writing to Purchaser at or before the Closing; and
(e) Seller has good and marketable title to the Subject Property and such assets at closing shall be free and clear of all liens, encumbrances, equities, restrictions, leases, claims of mechanics and materialmen, special assessments, liabilities and claims of every kind and nature whatsoever, except as disclosed on Exhibit “D” (those matters disclosed thereon being referred to as “All Encumbrances”) and the lease referenced in paragraph 1(f). Within fifteen (15) days following the execution of this Agreement, Seller shall deliver to Purchaser, at Seller’s expense, a material fact survey showing improvements in place and the location and book and page number of all easements; and
(f) To the best of Seller’s knowledge all leases, contracts and other agreements to be transferred to Purchaser hereunder are valid, subsisting and in full force and effect without any change or modification not herein reflected in writing, and there exists no default (nor any state of facts which with or without the giving or notice and/or lapse of time would constitute a default) on the part of the Seller under any thereof. Seller has obtained or will obtain prior to the Closing all necessary consents for the assignment of said agreements to make Purchaser hereunder or for their termination as the case may be; and
(g) To the best of Seller’s knowledge the present use by Seller of the Subject Property to be conveyed pursuant hereto to the Purchaser does not violate any applicable zoning ordinance, or any health, fire or other statutes, codes, or ordinances or any regulations issued pursuant thereto and in conveyance to and use of the initial Subject Property shall not constitute a violation of such, and, to the best of Seller’s knowledge, the Subject Property complies with all applicable State and Federal laws; and
(h) Up to and including the date of Closing hereunder, Seller shall maintain the Subject Property in its present state ordinary wear and tear excepted. At the date of Closing, the Subject Property shall be in good, fully rentable condition or if not in such condition at closing, Seller shall be responsible for placing in good, fully rentable condition within a reasonable time after closing; and
(i) Except for replacements and changes made or occurring in the ordinary course of Seller’s business, all of the tangible assets to be conveyed pursuant hereto will, as of the Closing Date, be in substantially the same conditions, ordinary wear and tear excepted, as on the date of this Agreement, and Seller shall maintain and continue to maintain insurance with respect therein in such types and amounts as have heretofore been maintained; and
(j) Neither Seller nor the Subject Property are subject to a management agreement which affects or restricts the sale of the Subject Property or the management thereof by Purchaser or Purchaser’s successors or assigns; and
(k) To the best of Seller’s knowledge the Subject Property did lie in a flood zone or in a 100 year flood plain but upon information and belief was removed from same by past owners; and
(l) To the best of Seller’s knowledge the Subject Property is free from infestation and from damage by termites and other insects and shall be so free at Closing; Seller agrees to provide Purchaser with a written report from a licensed and bonded pest control company showing that the Subject Property is free of all termite and insect infestation, dry rot and fungus; and
(m) Except as disclosed in Exhibit “E”, Seller , to the best of Seller’s knowledge, is not aware of any condemnation, zoning, environmental, or other land use regulation proceeding, either instituted or threatened, which would affect the use, occupancy, or operation of the Subject Property, nor has Seller received notice of any special assessment affecting any of themthe Subject Property; and
(n) Seller is not a party, either as defendant or plaintiff, to any litigation or administrative proceeding nor is any legal action pending or threatened regarding the Subject Property or Seller’s use thereof, which would adversely affect the Subject Property or Seller’s authority to perform its obligation under this Agreement, and there are no contingent liabilities of which Seller is aware, except as disclosed on Exhibit “F”; and
(o) To the best of Seller’s knowledge there are no material, latent physical defects in light or the circumstances Subject Property, all of the Subject Property is in good repair, except as disclosed on Exhibit “G”; and
(p) There are no material, adverse facts concerning the Subject Property of which it was made, Seller is aware which have not misleading.been disclosed to Purchaser; and
(q) These representations and warranties are made at the xxxx Xxxxxx executes this Agreement and are also made at and as of Closing; and
Appears in 1 contract
Samples: Sales Agreement (VCG Holding Corp)
OF SELLER. Each of Maverick SPE, Maverick J and RSE, jointly and severally, Seller represents and warrants to Buyer, Buyer as of the date hereof, and as of the Closing Date, as --------- follows:
(a) each of Maverick SPE and Maverick J 3.2.1 Seller is a limited liability company duly organized, organized and validly existing and in good standing under the laws of the State of California with Illinois, and has full power and authority to conduct its business as it is now being conducted, to own execute and use the properties and assets that it purports to own or use, including the Purchased Assets, deliver this Agreement and to perform its obligations hereunder;
3.2.2 The execution, delivery and performance of this Agreement and the transactions contemplated herein have been duly authorized by all requisite action and no other proceedings on the part of the Seller are necessary to authorize this Agreement or the transactions contemplated herein. This Agreement has been duly and validly executed by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);
3.2.3 Neither the execution and delivery of this Agreement nor the performance by Seller of its obligations hereunder will result in (i) a violation of or conflict with its organizational documents; (ii) a material breach of or default under the contracts any contract, agreement, indebtedness, lease, commitment, license, franchise, permit, authorization, or concession to which it is a party or by which it is bound; or (iii) a violation of any statute, law, ordinance, rule, regulation, order, judgment, or decree;
(b) RSE is a corporation duly organized3.2.4 Any consent, 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 conductedapproval, to own and use the properties and assets that it purports to own or useauthorization of, 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 abovedeclaration, none of them has filing, or registration with, any subsidiaries governmental or owns any shares of capital stock regulatory authority, 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, free and clear of all liens and security interests; provided, that Seller and RSE make no representations or warranties that Buyer will be successful in obtaining registrations of the applications included in the Trademarks;
(h) to the Knowledge of the Selling Parties (defined below), Maverick SPE and Maverick J have good and marketable title to the Xxxxx Xxxxxxxx Brand (other than the Trademarks), free and clear of all liens and security interests and, to the Knowledge of the Selling Parties, upon the sale, transfer, assignment and conveyance of the Xxxxx Xxxxxxxx Brand, Buyer shall own good and marketable title to the Xxxxx Xxxxxxxx Brand (other than the Trademarks), free and clear of all liens and security interests provided, that Seller and RSE make no representations or warranties that Buyer will be successful in obtaining registrations of the Xxxxx Xxxxxxxx Brand. As used herein, “Knowledge of the Selling Parties” and any similar terms with regard to Seller and/or RSE, shall mean the actual knowledge of Xxxxxxx Xxxxxxx and/or Xxxxxxx Xxxxxx;
(i) Seller’s operation of the Purchased Assets are, and have been, in compliance with all laws in all material respects, including all tax and environmental laws;
(j) each Seller has (i) timely filed, subject to permitted extensions under applicable Law, all tax returns required to be filed made or obtained by it to the Knowledge of the Selling Parties, (ii) to the Knowledge of the Selling Parties, paid all taxes owed (whether or not shown on a tax return) and remitted all payroll, sales and other withholding taxes to the applicable taxing authority, (iii) not been the subject of any past or current audit related to taxes, (iv) not received written notice, or to the Knowledge of the Selling Parties, any other type of type of notice, from any jurisdiction in which tax returns are not currently filed that such Seller is subject to tax in such jurisdiction, and (iv) no liability for the taxes of any other Person as a transferee, successor, by contract or otherwise;
(k) each Seller and RSE have the requisite power and authority, and Xxxxxxx Xxxxxxx has the requisite legal capacity, to enter into (i) this Agreement and (ii) the License Agreement, the Seller Pledge Agreement (as defined below), the Seller Security Agreement (as defined below), the Solomon Guarantee (as defined below), as applicable, together with the other agreements required to be executed and delivered by Seller, RSE and/or Xxxxxxx Xxxxxxx herein, as applicable, and the Excess Inventory Letter Agreement (the agreements described in clause (ii) being referred to, collectively as the “Seller Ancillary Agreements”), and to perform their respective obligations hereunder and thereunder and all company action on the part of each, their respective officers, director, managers and equityholders necessary for the due authorization, execution, delivery and performance of this Agreement and all Seller Ancillary Agreements to which it is a party has been taken;
(l) all of the contracts that are included in the Assumed Liabilities are all in full force and effect, and are not subject to early termination; and except as previously disclosed to Buyer with regard to the Zanetti License Agreement, all parties to such contracts are in compliance with such contracts and are not in breach or default thereunder; and all such contracts do not require the consent or approval of any party and/or governmental authority in connection with the transactions contemplated hereunder; February 19, 2014
(m) no suppliers or consultants necessary to the operation of the Purchased Assets (other than Xxxxx Xxxxxxxx) has, prior to Closing, given any written notice of its intention to terminate and/or modify or amend its relationship with the Business or Seller;
(n) the execution, delivery and performance of this Agreement and each of the has been made or obtained;
3.2.5 Seller Ancillary Agreements (i) constitutes the has valid and legally binding agreement of each Seller, RSE legal title to the Interests and Xxxxxxx Xxxxxxx enforceable in accordance with its terms, the Interests are not subject to applicable bankruptcy, insolvency and other similar laws affecting the enforcement of creditor’s rights generally, general equitable principles and the discretion of courts in granting equitable remedies (the “Bankruptcy and Equity Exception”), (ii) does not constitute a default, breach, violation any lien or termination under any contract, instrument or other document to which any of them (and/or the Purchased Assets) is a party or is bound, including their respective charter and organizational documents, (iii) does not constitute a violation of any law, (iv) does not give any person or entity the right to challenge any of the transactions contemplated hereby and (v) does not result in the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assetsadverse claim;
(o) [Reserved]
(p) to the Knowledge 3.2.6 Each of the Selling PartiesSeller and Seller's Designee is acquiring any HOB Shares that may be acquired by it hereunder solely for its own account, there has been no infringement by any other person not as a nominee or entity of any of the Trademarks, Names or Brands or of any other intellectual property rights of Seller;
(q) to the Knowledge of the Selling Parties, the Trademarks have not and do not violate or infringe any intellectual property rights of agent for any other person or entity, and neither not with a view to, or for offer or sale in connection with, any distribution thereof that would be in violation of the securities laws of the United States of America or any state thereof, without prejudice, however, to its right at all times to sell or otherwise dispose of all or any part of said HOB Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, or under any exemption from such registration available under the Securities Act and other applicable state securities laws;
3.2.7 Each of Seller nor RSE have received any communication alleging and Seller's Designee is knowledgeable, sophisticated, and experienced in business and financial matters such that it violates or infringes is capable of evaluating the intellectual property rights merits and risks of any other person or entitythe prospective investment in the HOB Shares to be acquired by it hereunder, is able to bear the economic risk of an investment in Interests to be acquired by it hereunder, and is able to afford the complete loss of such investment;
(r) other than with regard to 3.2.8 Each of Seller and Seller's Designee is an "accredited investor" as defined in Regulation D under the Trademarks (as covered by clause (q) above), to the Knowledge Securities Act; and
3.2.9 Seller acknowledges for itself and on behalf of Seller's Designee that transfers of the Selling Parties, Seller has not HOB Shares may be made only in compliance with applicable federal and does not violate or infringe any intellectual property rights of any other person or entitystate securities laws, and neither Seller nor RSE have received any communication alleging that it violates or infringes the intellectual property rights of any other person or entity;
(s) Seller has not been sued for infringing any intellectual property right of another person or entity;
(t) there is no claim market for the sale or demand of any person or entity pertaining to, or any Proceeding which is pending or, to the Knowledge trade of the Selling Parties, threatened, that challenges the rights of Seller in respect of any Trademark, Name or Brand or other intellectual property rights;
(u) none of the Purchased Assets are subject to any outstanding order, writ, injunction, ruling citation, award, decree, assessment or other judgment of any nature by or with any court, tribunal, arbitrator, or other governmental authority (collectively, “Orders”);
(v) without in any manner limiting any of the other representations and warranties set forth in this Agreement, none of Seller or their facilities is in violation of, or has violated, or has been or is in non-compliance with, any environmental laws, including in connection with the ownership, use, maintenance or operation of, or conduct of the Business, the Purchased Assets or any of their facilities, which violation or non-compliance could reasonably be expected to affect Buyer’s right or ability to use the Purchased Assets in the manner used by Seller; February 19, 2014
(w) there are no demands, claims, suits, actions, litigation, investigations, arbitration, administrative hearings or any other proceedings of any nature (collectively, “Proceedings”) involving or relating to the Purchased Assets, and to the Knowledge of the Selling Parties, no Proceeding is pending or threatened;
(x) Seller has delivered to Buyer accurate and complete copies of all insurance policies to which it is a party, which such insurance policies (i) are valid, outstanding and enforceable, are, to the Knowledge of the Selling Parties, issued by an insurer that is financially sound and reputable, (ii) provide adequate insurance coverage for the Purchased Assets and (iii) are sufficient for compliance with all laws;
(y) none of Seller or RSE incurred any obligations or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with the sale of the Purchased Assets;
(z) Seller is not now insolvent and will not be rendered insolvent by any transactions contemplated hereby and, immediately after giving effect to the transactions contemplated hereby, Seller will be able to pay liabilities as they become due in the ordinary course of business; and
(aa) no representation, warranty or other statement made by Seller in connection with the transactions contemplated hereby contains any untrue statement or omits to state a material fact necessary to make any of them, in light or the circumstances in which it was made, not misleadingHOB Shares.
Appears in 1 contract
OF SELLER. Each To induce the Purchaser to enter into this Agreement, Seller makes the following representations, warranties and covenants, each of Maverick SPE, Maverick J which is material to and RSE, jointly and severally, represents and warrants to Buyer, as of the date hereofis relied upon by Purchaser, and as each of which shall be effective and true on or prior to the Closing Date, as follows:approval of this Agreement and at closing.
(a) each of Maverick SPE and Maverick J is a limited liability company duly organizedSeller has the right, 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, sell the Subject Property to own Purchaser in accordance with the terms and use the properties and assets that it purports to own or use, including the Purchased Assetsconditions hereof, and to execute, deliver and 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, free and clear of all liens and security interests; provided, that Seller and RSE make no representations or warranties that Buyer will be successful in obtaining registrations of the applications included in the Trademarks;
(h) to the Knowledge of the Selling Parties (defined below), Maverick SPE and Maverick J have good and marketable title to the Xxxxx Xxxxxxxx Brand (other than the Trademarks), free and clear of all liens and security interests and, to the Knowledge of the Selling Parties, upon the sale, transfer, assignment and conveyance of the Xxxxx Xxxxxxxx Brand, Buyer shall own good and marketable title to the Xxxxx Xxxxxxxx Brand (other than the Trademarks), free and clear of all liens and security interests provided, that Seller and RSE make no representations or warranties that Buyer will be successful in obtaining registrations of the Xxxxx Xxxxxxxx Brand. As used herein, “Knowledge of the Selling Parties” and any similar terms with regard to Seller and/or RSE, shall mean the actual knowledge of Xxxxxxx Xxxxxxx and/or Xxxxxxx Xxxxxx;
(i) Seller’s operation of the Purchased Assets are, and have been, in compliance with all laws in all material respects, including all tax and environmental laws;
(j) each Seller has (i) timely filed, subject to permitted extensions under applicable Law, all tax returns required to be filed by it to the Knowledge of the Selling Parties, (ii) to the Knowledge of the Selling Parties, paid all taxes owed (whether or not shown on a tax return) and remitted all payroll, sales and other withholding taxes to the applicable taxing authority, (iii) not been the subject of any past or current audit related to taxes, (iv) not received written notice, or to the Knowledge of the Selling Parties, any other type of type of notice, from any jurisdiction in which tax returns are not currently filed that such Seller is subject to tax in such jurisdiction, and (iv) no liability for the taxes of any other Person as a transferee, successor, by contract or otherwise;
(k) each Seller and RSE have the requisite power and authority, and Xxxxxxx Xxxxxxx has the requisite legal capacity, to enter into (i) this Agreement and (ii) the License Agreementall other instruments, the Seller Pledge Agreement (as defined below)conveyances, the Seller Security Agreement (as defined below), the Solomon Guarantee (as defined below), as applicable, together with the other agreements required or to be executed and delivered delivered, by Seller in connection with the transactions contemplated herein. This Agreement and all other documents executed and delivered, or to be executed and delivered, by Seller in connection with the transactions contemplated herein, have been, or at the appropriate time will be, duly executed and upon delivery will constitute, the legal, valid and binding obligations of Seller, RSE and/or Xxxxxxx Xxxxxxx herein, as applicable, and the Excess Inventory Letter Agreement (the agreements described enforceable in clause (ii) being referred to, collectively as the “Seller Ancillary Agreements”), and to perform accordance with their respective obligations hereunder terms and thereunder and provisions, subject, however, to the effect of any bankruptcy, reorganization, moratorium, insolvency or other laws affecting the rights of creditors generally. Seller has taken all company action on the part of eachaction, their respective officerscorporate or otherwise, director, managers and equityholders necessary for the due authorization, required to authorize its execution, delivery and performance of this Agreement and all Seller Ancillary Agreements to which it is a party has been taken;
(l) all of the contracts that are included in the Assumed Liabilities are all in full force and effect, and are not subject to early termination; and except as previously disclosed to Buyer with regard to the Zanetti License Agreement, all parties to such contracts are in compliance with such contracts and are not in breach or default thereunder; and all such contracts do not require the consent or approval of any party and/or governmental authority in connection with the transactions contemplated hereunder; February 19, 2014
(m) no suppliers or consultants necessary to the operation of the Purchased Assets (other than Xxxxx Xxxxxxxx) has, prior to Closing, given any written notice of its intention to terminate and/or modify or amend its relationship with the Business or Seller;
(n) the execution, delivery and performance of this Agreement and each of the Seller Ancillary Agreements (i) constitutes the valid and legally binding agreement of each Seller, RSE and Xxxxxxx Xxxxxxx enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforcement of creditor’s rights generally, general equitable principles and the discretion of courts in granting equitable remedies (the “Bankruptcy and Equity Exception”), (ii) does not constitute a default, breach, violation or termination under any contract, instrument or other document to which any of them (and/or the Purchased Assets) is a party or is bound, including their respective charter and organizational documents, (iii) does not constitute a violation of any law, (iv) does not give any person or entity the right to challenge any of the transactions contemplated hereby and (v) does not result in the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assets;
(o) [Reserved]
(p) to the Knowledge of the Selling Parties, there has been no infringement by any other person or entity of any of the Trademarks, Names or Brands or of any other intellectual property rights of Seller;
(q) to the Knowledge of the Selling Parties, the Trademarks have not and do not violate or infringe any intellectual property rights of any other person or entity, and neither Seller nor RSE have received any communication alleging that it violates or infringes the intellectual property rights of any other person or entity;
(r) other than with regard to the Trademarks (as covered by clause (q) above), to the Knowledge of the Selling Parties, Seller has not and does not violate or infringe any intellectual property rights of any other person or entity, and neither Seller nor RSE have received any communication alleging that it violates or infringes the intellectual property rights of any other person or entity;
(s) Seller has not been sued for infringing any intellectual property right of another person or entity;
(t) there is no claim or demand of any person or entity pertaining to, or any Proceeding which is pending or, to the Knowledge of the Selling Parties, threatened, that challenges the rights of Seller in respect of any Trademark, Name or Brand or other intellectual property rights;
(u) none of the Purchased Assets are subject to any outstanding order, writ, injunction, ruling citation, award, decree, assessment or other judgment of any nature by or with any court, tribunal, arbitrator, or other governmental authority (collectively, “Orders”);
(v) without in any manner limiting any of the other representations and warranties set forth in this Agreement, none of Seller or their facilities is in violation of, or has violated, or has been or is in non-compliance with, any environmental laws, including in connection with the ownership, use, maintenance or operation of, or conduct of the Business, the Purchased Assets or any of their facilities, which violation or non-compliance could reasonably be expected to affect Buyer’s right or ability to use the Purchased Assets in the manner used by Seller; February 19, 2014
(w) there are no demands, claims, suits, actions, litigation, investigations, arbitration, administrative hearings or any other proceedings of any nature (collectively, “Proceedings”) involving or relating to the Purchased Assets, and to the Knowledge of the Selling Parties, no Proceeding is pending or threatened;
(x) Seller has delivered to Buyer accurate and complete copies of all insurance policies to which it is a party, which such insurance policies (i) are valid, outstanding and enforceable, . There are, to the Knowledge best of the Selling PartiesSeller’s knowledge, issued by an insurer that is financially sound and reputableno claims, (ii) provide adequate insurance coverage for the Purchased Assets and (iii) are sufficient for compliance with all laws;
(y) none of Seller or RSE incurred any obligations or liabilitydefenses, contingent personal or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with the sale of the Purchased Assets;
(z) Seller is not now insolvent and will not be rendered insolvent by any transactions contemplated hereby and, immediately after giving effect offsets whatsoever to the transactions contemplated herebyvalidity or enforceability with respect to Seller of this Agreement or any other documents executed and delivered, Seller will or to be able to pay liabilities as they become due in the ordinary course of business; and
(aa) no representationexecuted and delivered, warranty or other statement made by Seller in connection with the transactions contemplated hereby contains herein nor, to the best of Seller’s knowledge, is there any untrue statement basis for any such claim, defense or omits offset known to Seller.
(b) To the best of Seller’s knowledge neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated herein will conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any agreement, contract, or instrument to which Seller is a party; and Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.
(c) The Subject Property including all the leasehold estate, personalty, contract rights, leases, and the like which are to be transferred to the Purchaser hereunder, constitute all of the property and property rights located on or used in connection with the operation of the Subject Property; and
(d) To the best of Seller’s knowledge at Closing, all of the equipment, personal property and the like shall be in substantially the same working order as on the date hereof, reasonable wear and tear excepted, and the Personalty, including equipment, heating and air conditioning systems and the like, shall be in good operating condition and state of repair at closing, except for such defects as shall be disclosed in writing to Purchaser at or before the Closing; and
(e) Seller has good and marketable title to the Subject Property and such assets at closing shall be free and clear of all liens, encumbrances, equities, restrictions, leases, claims of mechanics and materialmen, special assessments, liabilities and claims of every kind and nature whatsoever, except as disclosed on Exhibit “D” (those matters disclosed thereon being referred to as “All Encumbrances”) and the lease referenced in paragraph 1(f). Within fifteen (15) days following the execution of this Agreement, Seller shall deliver to Purchaser, at Seller’s expense, a material fact survey showing improvements in place and the location and book and page number of all easements; and
(f) To the best of Seller’s knowledge all leases, contracts and other agreements to be transferred to Purchaser hereunder are valid, subsisting and in full force and effect without any change or modification not herein reflected in writing, and there exists no default (nor any state of facts which with or without the giving or notice and/or lapse of time would constitute a default) on the part of the Seller under any thereof. Seller has obtained or will obtain prior to the Closing all necessary consents for the assignment of said agreements to make Purchaser hereunder or for their termination as the case may be; and
(g) To the best of Seller’s knowledge the present use by Seller of the Subject Property to be conveyed pursuant hereto to the Purchaser does not violate any applicable zoning ordinance, or any health, fire or other statutes, codes, or ordinances or any regulations issued pursuant thereto and in conveyance to and use of the initial Subject Property shall not constitute a violation of such, and, to the best of Seller’s knowledge, the Subject Property complies with all applicable State and Federal laws; and
(h) Up to and including the date of Closing hereunder, Seller shall maintain the Subject Property in its present state ordinary wear and tear excepted. At the date of Closing, the Subject Property shall be in good, fully rentable condition or if not in such condition at closing, Seller shall be responsible for placing in good, fully rentable condition within a reasonable time after closing; and Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.
(i) Except for replacements and changes made or occurring in the ordinary course of Seller’s business, all of the tangible assets to be conveyed pursuant hereto will, as of the Closing Date, be in substantially the same conditions, ordinary wear and tear excepted, as on the date of this Agreement, and Seller shall maintain and continue to maintain insurance with respect therein in such types and amounts as have heretofore been maintained; and
(j) Neither Seller nor the Subject Property are subject to a management agreement which affects or restricts the sale of the Subject Property or the management thereof by Purchaser or Purchaser’s successors or assigns; and
(k) To the best of Seller’s knowledge the Subject Property did lie in a flood zone or in a 100 year flood plain but upon information and belief was removed from same by past owners; and
(l) To the best of Seller’s knowledge the Subject Property is free from infestation and from damage by termites and other insects and shall be so free at Closing; Seller agrees to provide Purchaser with a written report from a licensed and bonded pest control company showing that the Subject Property is free of all termite and insect infestation, dry rot and fungus; and
(m) Except as disclosed in Exhibit “E”, Seller , to the best of Seller’s knowledge, is not aware of any condemnation, zoning, environmental, or other land use regulation proceeding, either instituted or threatened, which would affect the use, occupancy, or operation of the Subject Property, nor has Seller received notice of any special assessment affecting any of themthe Subject Property; and
(n) Seller is not a party, either as defendant or plaintiff, to any litigation or administrative proceeding nor is any legal action pending or threatened regarding the Subject Property or Seller’s use thereof, which would adversely affect the Subject Property or Seller’s authority to perform its obligation under this Agreement, and there are no contingent liabilities of which Seller is aware, except as disclosed on Exhibit “F”; and
(o) To the best of Seller’s knowledge there are no material, latent physical defects in light or the circumstances Subject Property, all of the Subject Property is in good repair, except as disclosed on Exhibit “G”; and
(p) There are no material, adverse facts concerning the Subject Property of which it was made, Seller is aware which have not misleadingbeen disclosed to Purchaser; and
(q) These representations and warranties are made at the xxxx Xxxxxx executes this Agreement and are also made at and as of Closing; and Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.
Appears in 1 contract
Samples: Sales Agreement (VCG Holding Corp)
