REPRESENTATIONS AND WARRANTIES BY THE SELLERS. The Sellers hereby jointly and severally represent and warrant as follows:
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. Each of the Sellers jointly and severally represents and warrants to the Purchasers as follows:
a. The statements made by the Sellers in this Section 6 are and will be correct and complete as of the date of this Settlement Agreement and as of the Closing Date.
b. Each of the Sellers is a corporation, validly existing and in good standing under the laws of the State of their domicile.
c. This Settlement Agreement and the Settlement Documents to be executed and delivered by each Seller have been duly approved by all requisite action of such Seller, and such Seller has full power and authority to execute, deliver and perform this Settlement Agreement, together with all of the Settlement Documents to be executed and delivered by it.
d. PainCare Sub owns, has not assigned, and has the full right to sell the Non-Medical Assets, free and clear of any claim, lien, encumbrance, option to purchase by, or other rights of any third person arising by, through or under any Seller, and any imposed by any prior or current agreements to which any Purchaser is a party other than that certain loan obligation to HBK which will be released prior to or simultaneously with Closing (as defined below) at closing.
e. This Settlement Agreement and the Settlement Documents to be executed and delivered by each of the Sellers constitutes the legal, valid and binding obligations of such Seller, and will be enforceable in accordance with their respective terms against such Seller, 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.
f. The execution and delivery by each Seller of this Settlement Agreement and the Settlement Documents, and any and all other agreements, documents or instruments contemplated hereby, and the fulfillment of and compliance with the respective terms hereof and thereof by the Sellers do 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 of the Sellers or any regulation...
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. The Seller hereby represents and warrants to the Purchaser that to the best of the Seller’s knowledge, with the intent that the Purchaser will rely on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement, that:
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. The Sellers represent and warrant to the Purchaser, all of which representation and warranties shall be true at the time of the Closing Date and shall survive the Closing Date for a period of two (2) years therefrom, that:
a. The Sellers have, and will have at the Closing Date, good and marketable title to all of the shares of the Company that they are selling pursuant to this Agreement, free and clear of any and all liens or encumbrances.
b. The Sellers have the full power to sell and transfer their shares in the capital of the Company upon the terms provided for in this Agreement. This Agreement constitutes a valid binding obligation of the Sellers enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights and by general principles of equity. The execution, delivery and performance by the Sellers of this Agreement and the consummation of the other transactions contemplated by this Agreement to be performed by the Sellers do not and will not require the authorization, consent, permit or approval of, or declaration to or filing with, any court, regulatory or public body or governmental authority or other third party not already obtained or made, or result in the creation of any lien, security interest, charge or encumbrance upon the capital stock or assets of the Company.
c. The Sellers understand that, in connection with the issuance of the Purchaser Common Stock (i) the Purchaser is relying upon an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), which relates to "transactions by an issuer not involving any public offering," and applicable regulations promulgated by the U.S. Securities and Exchange Commission ("SEC") thereunder or other exemption under such act; and (ii) the Purchaser is also relying upon the accuracy of the representations of the Sellers set forth in this Section 4 as an inducement to issue the Purchaser Common Stock under this Agreement.
d. The Sellers have been afforded (i) the opportunity to ask such questions as they have deemed necessary of, and to receive answers from, representatives of the Purchaser concerning the merits and risks of investing in the Purchaser Common Stock, (ii) access to public information about the Purchaser and the Purchaser's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evalu...
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. The Sellers represent and warrant to the Purchaser that on the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. . . . 8 4.1 The Sellers' Organization and Authority. . . . . 8 4.2
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. ESCO, Holdings and GTI jointly and severally, represent and warrant to Insulectro and QI that:
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. As an inducement to the Company and Parent to enter into this Agreement and to consummate the transactions contemplated by this Agreement (the “Transactions”), each Seller represents and warrants to the Company and Parent as follows:
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. 3.1. The BUYER has agreed to purchase the QUOTAS in reliance upon the representations and warranties made by the SELLERS concerning the situation and business standing of the COMPANY. With full knowledge that such representations and warranties are fundamental to the object of this Agreement, the SELLERS hereby, jointly and severally declare and warrant that:
3.1.1. The COMPANY is a limited liability business company duly organized and validly existing and in good standing under the laws of the Federative Republic of Brazil and is duly qualified to do business in the jurisdictions where its properties are located or where its businesses are conducted, and it has full right and authority to own its properties and to conduct its business.
3.1.2. All QUOTAS are paid up and free of any lien or burdens whatsoever. The SELLERS are not a party to any contract or obligation whereby they have granted to third parties the right to purchase, obtain or acquire any rights on the QUOTAS. The QUOTAS have equal rights in respect of voting, profit distribution, subscription to new capital and all such matters affecting the rights of partners.
3.1.3. The QUOTAS may be freely assigned and transferred, without the need of prior approval or authorization of any public or governmental agency or authority.
3.1.4. The SELLERS have full rights to assign and transfer the QUOTAS to the BUYER and upon the transfer hereunder the BUYER shall acquire a valid and transferable title on such QUOTAS free and unencumbered of any liens, restrictions or rights of third parties, individuals or legal entities.
3.1.5. All the trademarks, patents, licenses, models, privileges and product registrations owned by the COMPANY are of full, legitimate and unquestionable property of the COMPANY and, except for the proceedings listed in Exhibit 3.1.5.A, the SELLERS have no knowledge of any infringement to any intellectual rights of the COMPANY. The intellectual property rights and product registrations of COMPANY, which are sole property of the COMPANY, are listed in Exhibit 3.1.5.
REPRESENTATIONS AND WARRANTIES BY THE SELLERS. The Sellers represent and warrant to the Purchaser that the Warranties set out in Part A and Part B of Schedule 3 (Warranties) are true and accurate at the date of this Agreement (or such other date if so specified in the relevant Warranty) and the Warranties shall be deemed to be repeated on the Completion Date, each by reference to the facts and circumstances as at the Completion Date (or such other date if so specified in the relevant Warranty). The Warranties contained in Part A and Part B of Schedule 3 (Warranties) are the only representations and warranties made by the Sellers in connection with the sale of the Shares. The Sellers makes no other representation or gives no other warranty or assumes no other liability in connection with the sale of the Shares, whether by contract or arising from the Law.
