REPRESENTATIONS AND WARRANTIES 12. Section 4.01. Representations and Warranties of Purchaser 12 Section 4.02. Representations and Warranties of Sellers 13 Section 4.03. Additional Representations and Warranties of Xxxxxxxxxx 00 XXXXXXX X XXXXXXXXX 00 Section 5.01. Confidentiality 16 Section 5.02. Further Assurances 17 Section 5.03. Operation of Business of Company Prior to Closing 17 Section 5.04. Non-Compete 17 Section 5.05. Use of Company Name 17 Section 5.06. Director and Officer Indemnification 18 ARTICLE VI PURPOSE OF THE ACQUISITION OF THE SHARES 18 Section 6.01. Purpose of the Purchase of Shares 18 ARTICLE VII INDEMNIFICATION 18 Section 7.01. Survival 18 Section 7.02. Indemnification by the Seller and the Seller's Guarantors 18 Section 7.03. Indemnification by the Purchaser 18 ARTICLE VIII MISCELLANEOUS 19 Section 8.01. Release of Claims 19 Section 8.02. Governing Law 19 Section 8.03. Jurisdiction; Waiver of Jury Trial 19 Section 8.04. Successors and Assigns 19 Section 8.05. No Third Party Beneficiaries 20 Section 8.06. Entire Agreement 20 Section 8.07. Notices, etc 20 Section 8.08. Amendments and Waivers; Delays and Omissions 20 Section 8.09. Expenses and Taxes 20 Section 8.10. Severability 20 Section 8.11. Language 20 Section 8.12. Entire Agreement 21 Section 8.13. Counterparts 21 EXHIBITS Exhibit A Description of Concession Rights Exhibit B Description of Sellers' Shares and Allocation of Purchase Price Exhibit C Wire Instructions Exhibit D Form of Guarantee Exhibit E Form of Arbitration Resolution Documents Exhibit F Form of IB Mutual Warranties Exhibit G Form of Certificate of Sellers' Representations and Warranties Exhibit H Form of Certificate of Purchaser's Representations and Warranties Exhibit I-1 Form of Certificate of Secretary of Gulfstream Exhibit I-2 Form of Certificate of Secretary of Guarantor Exhibit J Form of Certificate of Secretary of Purchaser Exhibit K Form of Certificate of Satisfaction of Conditions Precedent to Purchaser's Obligations Exhibit L Form of Certificate of Satisfaction of Conditions Precedent to Sellers' Obligations Exhibit M Addresses for Notices Exhibit N Form of Assignment of Intercompany Debt Exhibit O Financial Statements Exhibit P Seller Share Transfer Forms SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of August 16, 2013 (the "Execution Date"), is entered into by and among GULFSTREAM CAPITAL PARTNERS LTD., a company duly incorporated and existing under the laws of the Republic of Seychelles, whose domic...
REPRESENTATIONS AND WARRANTIES 12. 1 The Supplier represents and warrants to the Province, with the intention and knowledge that the Province is relying on each such representation and warranty in entering into this Agreement, that: a) All statements contained in the Supplier’s Proposal, and any certificate or other document delivered to the Province under this Agreement or in connection with the Services to be provided hereunder are true and correct; b) The Supplier has no knowledge of any fact that may materially adversely affect the Supplier’s business or operations or its financial condition, or its ability to fulfill its obligations to the Province under this Agreement; c) The Supplier has the personnel, experience, qualifications and other resources to provide the Services in accordance with the requirements of this Agreement; d) The Supplier has the corporate power and legal capacity to enter into, fully perform, and meet all of its obligations under this Agreement on the terms and conditions set out herein; e) This Agreement has been duly authorized, executed and delivered by the Supplier and constitutes a valid and binding obligation of the Supplier; and f) The Supplier can perform the Services, and the Province shall be entitled to utilize the Services, in accordance with the requirements of this Agreement without infringing any trade secret, patent, copyright, industrial design or other intellectual property right enforceable in Canada, and the Supplier has obtained, and will maintain, at its own expense, all requisite and appropriate authorizations and permissions, including those concerning any licenses, assignments, copyrights, patents and other intellectual property rights that are required by the Supplier to meet its obligations to the Province hereunder.
REPRESENTATIONS AND WARRANTIES 12. Section 3.1. Representations and Warranties of the Backup Servicer 12
REPRESENTATIONS AND WARRANTIES 12. 7.1 Representations and Warranties of the State Treasurer 12
REPRESENTATIONS AND WARRANTIES 12. 1 The Optionor represents and warrants to NAGR that:
REPRESENTATIONS AND WARRANTIES 12. Section 4.1 Representations and Warranties of the Company 12 Section 4.2 Representations and Warranties of Parent and Merger Sub 30 Section 4.3 No Other Representations or Warranties; Investigation by the Parent 33 ARTICLE V Covenants Relating to Conduct of Business 33 Section 5.1 Conduct of Business 33 Section 5.2 No Solicitation 37 ARTICLE VI Additional Agreements 41 Section 6.1 Preparation of the Proxy Statement; Stockholders Meeting 41 Section 6.2 Access to Information; Confidentiality 42 Section 6.3 Reasonable Best Efforts; Notice 42 Section 6.4 Equity Awards 44 TABLE OF CONTENTS (continued) Page Section 6.5 Indemnification, Exculpation and Insurance 46 Section 6.6 Fees and Expenses 48 Section 6.7 Public Announcements 48 Section 6.8 Merger Sub and Surviving Corporation Compliance 49 Section 6.9 Directors 49 Section 6.10 Rule 14d-10 Matters 51 Section 6.11 Company Benefit Plan Matters 51 Section 6.12 Convertible Notes 52 Section 6.13 Takeover Laws 53
REPRESENTATIONS AND WARRANTIES 12. Section 5.1 Confirmation of Representations in Term Loan Agreement 12 Section 5.2 Benefit to the Guarantors 13 Section 5.3 First Priority Liens 13 Section 5.4 Legal Name, Organizational Status, Chief Executive Office 13 Section 5.5 Prior Names, Prior Chief Executive Offices 13 Section 5.6 [Reserved] 13 Section 5.7 Chattel Paper 13 Section 5.8 Accounts 13 Section 5.9 Governmental Obligors 14 Section 5.10 Copyrights, Patents and Trademarks 14 Section 5.11 Commercial Tort Claims 14 Section 5.12 Letter of Credit Rights 14 ARTICLE VI COVENANTS 14 Section 6.1 Covenants in Term Loan Agreement 14 Section 6.2 Maintenance of Perfected Security Interest; Further Documentation 14 Section 6.3 Maintenance of Records 15 Section 6.4 Visitation and Inspection 16 Section 6.5 Further Identification of Collateral 16 Section 6.6 Changes in Names, Locations 16
REPRESENTATIONS AND WARRANTIES 12. 12.1 Each party represents and warrants to the other party as at the execution date of this Contract that: 12
REPRESENTATIONS AND WARRANTIES 12. Section 9.1 Representations and Warranties of JEA 12 Section 9.2 Representations and Warranties of Service Provider 13 Schedule 1- Definitions SYSTEM COORDINATION AGREEMENT1 This SYSTEM COORDINATION AGREEMENT (collectively with the Schedules hereto, this “Agreement”), dated as of [•], is made and entered into by and between JEA, a body politic and corporate (“JEA”), and [•], a [•] (“Service Provider”).2 Service Provider and JEA are sometimes hereinafter referred to individually as a “Party” and together as the “Parties”. All initially capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in Schedule 1 hereto.
