REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer hereby represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer represents and warrants to the Sellers as follows:
REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer represents and warrants to the Shareholders and the Company that the statements contained in this Section 2.3 are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made then), except as set forth in the disclosure schedule delivered by the Buyer to the Shareholders and the Company on the date hereof, as supplemented or amended in accordance with Section 3.4 of this Agreement (such schedule, as so supplemented or amended, the (“Buyer Disclosure Schedule”). The Buyer Disclosure Schedule will be arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Section 2.
REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer represents and warrants to the Stockholder that each of the following representations and warranties is true and correct as of the Effective Date and again as of the Closing Date:
REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer hereby warrants to the Sellers that the matters set forth below are true, accurate and not misleading as of the date of this Agreement and upon the Closing remains to be true, accurate and not misleading:
7.3.1 When executed and delivered by both Parties, the Agreement constitutes valid and binding obligation of the Buyer.
7.3.2 The Buyer is duly organized, validly existing and in good standing under, and by virtue of, the laws of the place of its incorporation or established and has the legal right to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted.
7.3.3 The Buyer has all the power to enter into and executed this Agreement and other agreement anticipated to be completed and the transaction contemplated by this Agreement, and to perform its obligations under this Agreement.
7.3.4 The Buyer has made available to the Sellers through the SEC’s EXXXX system, true and complete copies of the Company’s most recent Annual Report on Form 20-F for the fiscal year ended July 31, 2019, and all other reports furnished by the Buyer pursuant to the Exchange Act since the filing of the Form 20-F for the fiscal year ended July 31, 2019 and prior to the date hereof (collectively, the “Buyer SEC Documents”). The Buyer is engaged in all material respects only in the business described in the Buyer SEC Documents and the Buyer SEC Documents contain a complete and accurate description of the business of the Buyer in all material respects. As of their respective dates, the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the Buyer SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
7.3.5 As of the date of this Agreement, the Buyer is authorised to issue up to a maximum of 100,000,000,000 shares with a par value of $0.001 par value each, divided into two classes of shares, of which 37,074,672 ordinary shares are issued and outstanding. Except as disclosed in the Buyer SEC Documents and set forth in the Company’s Organizational Documents, there are no anti-dilution or price adjustment provisions, co-sale rights, registration rights, rights of first refusal, redemption or other similar ri...
REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer hereby represents and warrants to the Seller as of the date hereof and the time of the Closing as follows:
REPRESENTATIONS AND WARRANTIES BY THE BUYER. 2.1. The Buyer has the requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Buyer and constitutes a legal, valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms.
2.2. Neither the execution of this Agreement nor any other agreement referred to herein nor the consummation of the transactions contemplated hereby and thereby will conflict with or result in a material breach or violation of any other material agreement or instrument by which the Buyer is bound, or any existing material law, regulation, judgment or order applicable to the Buyer.
REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer hereby represents and warrants to the Seller that:
4.1 It is purchasing the Property Sold in its present condition “as is” at the date of signing of this Contract, without any representation and/or declaration on the part of the Seller, including, but without limitation, in regard to the state of the Real Estate Properties from the physical and/or zoning and/or legal aspect and/or any other aspect and/or any other matter and thing likely to be of interest to a reasonable purchaser of rights in land. The Buyer waives any allegation of defect or flaw in connection with the Property Sold.
4.2 Subject to the fulfillment of the suspensive conditions, there is no legal, contractual or other bar to its entering into this Agreement and to the performance of its obligations under this Agreement in full and punctually on due date.
REPRESENTATIONS AND WARRANTIES BY THE BUYER. As a material inducement to cause Sellers to enter into this agreement and to agree to sell the Stock, the Buyer represents and warrants to the Sellers as follows:
REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer represents, warrants and covenants to Seller as follows:
8.1 The statements made by the Buyer in this Section are and will be correct and complete as of the Closing Date;
8.2 The Buyer has the full power and authority to execute, deliver and perform this Settlement Agreement and the Settlement Documents related thereto;
8.3 This Settlement Agreement and the Settlement Documents to be executed and delivered by Buyer constitute the legal, valid and binding obligations of the Buyer, enforceable against the Buyer, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law;
8.4 The execution and delivery by the Buyer of this Settlement Agreement and the Settlement Documents, and the fulfillment of and compliance with this respective terms by the Buyer does not and will not (i) conflict with or result in a breach of the terms, conditions, or provisions of, (ii) constitute a default or event of default under, (iii) give any third party the right to accelerate any obligation under, (iv) result in a violation of, or (v) require any authorization, consent, approval exemption or other action by or notice to any court or governmental authority pursuant to, the articles of incorporation or bylaws or any regulation, order or contract to which the Buyer is subject;
8.5 The Buyer has not employed any broker, finder, advisor, consultant or other intermediary in connection with this Settlement Agreement or Settlement Documents, or any other transaction contemplated hereby who is or might be entitled to any fee, commission or other compensation from PainCare upon or as a result of the execution of this Settlement Agreement or Settlement Documents, or the consummation of the transactions contemplated hereby; and
8.6 During the period that any amount due under the Note remains outstanding, the Buyer shall not enter into any transaction in which all or substantially all of the Assets of NEPM, including NEPM’s Accounts Receivable, are pledged, transferred, assigned, sold or otherwise encumbered to or for the benefit of any person or entity, without Seller’s written consent.
8.7 The Buyer is not aware of any pending or threatened claims which would affect Buyer’s ability to perform under this Settlement Agreement. Buyer further represents and warrants that it is not...
