Representations and Warranties by the Vendor. The Vendor hereby represents and warrants to the Purchaser as follows, and confirms that the Purchaser is relying upon the accuracy of each of such representations and warranties in connection with the purchase of the Purchased Assets and the completion of the other transactions hereunder:
Representations and Warranties by the Vendor. 7.1 The Vendor hereby represents and warrants to the Purchaser in relation to all the representations and warranties on its part as set out herein and as disclosed in the Disclosure Letter that such representations and warranties are and will be true and accurate in all respects on the date(s) specified therein or, if no date is so specified, on the date of this Agreement and on each day up to and including the Completion Date by reference to the facts and circumstances existing on such date(s), subject only to:
(a) any exception expressly provided for under the terms of this Agreement or disclosed in the Disclosure Letter, which will constitute exceptions, qualifications and limitations to the representations and warranties and obligations of indemnity of the Vendor. The Vendor shall not be liable in any way for any breach, non-fulfilment or inconsistency with any representation or warranty provided by it if such breach, non-fulfilment or inconsistency arises from a fact, circumstance or matter that has been disclosed or otherwise specified in the Disclosure Letter; and
(b) any matter or thing hereafter done or omitted to be done at the request in writing or with the approval in writing of the Purchaser after the date hereof.
7.2 If prior to the Completion Date, it shall be found that any of the representations or warranties on the part of the Vendor as set out herein or as disclosed in the Disclosure Letter, has not in all respects been carried out or complied with or is otherwise unfulfilled, untrue or incorrect in any respect, the Purchaser shall be entitled by notice in writing to the Vendor to terminate this Agreement, if the Vendor fails to remedy the same within fourteen (14) Business Days of receiving written notice from the Purchaser informing the Vendor of the breach.
7.3 The rights and remedies of the Purchaser in respect of any breach of the representations and warranties on the part of the Vendor as set out herein shall not be affected by the Completion of the sale and purchase of the Sale Shares, by the Purchaser rescinding or failing to rescind this Agreement or failing to exercise or delay in exercising any right or remedy, or by any other event or matter, except a specific and duly authorised written waiver or release, and no single or partial exercise of any right or remedy shall preclude any further or other exercise of the Purchaser’s full rights or remedies at law or in equity.
Representations and Warranties by the Vendor. 5.1 The Vendor hereby represents and warrants to and undertakes with the Purchaser (with the intent that the provisions of this Clause 5.1 shall continue to have full force and effect notwithstanding Completion) that as at the date of this Agreement and up to Completion:
(a) the Vendor confirmed in writing to the Purchaser that UXX is the legal and beneficial owner of the issued share capital of LifeMag, free from any encumbrance and other third party rights;
(b) LifeMag and the Subcos are corporations duly organised and validly existing under the laws of Singapore, and LifeMag and the Subcos have or will have, on the Completion Date, taken all necessary action and corporate approvals, including shareholders’ approval, to authorise the transfer of the Sale Shares;
(c) the Sale Shares shall represent the entire issued and fully-paid up share capital of LifeMag upon Completion;
(d) the Vendor has full power and authority to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby and that this Agreement and all such other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby constitute its valid and legally binding obligations, enforceable against it in accordance with their respective terms and the execution and delivery of, and the performance by it of its obligations under this Agreement shall not:-
(i) infringe, or constitute a default under, any instrument, contract, document or agreement to which he is a party or by which he or his respective properties or assets are bound;
(ii) result in a breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body (including, without limitation, any relevant stock exchange or securities council) to which he is a party or by which he or his respective properties or assets are bound, whether in the British Virgin Islands or elsewhere; and/or
(iii) violate any law or regulation in any jurisdiction to which UXX is subject for the time being.
(e) the information relating to the LifeMag as set out in Part A of Schedule 1 is true and accurate in all material respects and there is no information the omission of which in the Announcement might make such information misleading or inaccurate in any material respect;
(f) subject only to (i) any exceptions dis...
Representations and Warranties by the Vendor. The Vendor represents and warrants to the Purchaser (as of the Execution Date) as to the following matters:
Representations and Warranties by the Vendor. The Vendor hereby represents and warrants to the Purchaser as follows:-
2.1 The Company is duly incorporated and validly existing with limited liability and has obtained all the approvals and permits from relevant BVI authorities at its inception. The Vendor is the only registered and beneficial owner of the issued share capital of the Company;
2.2 The Vendor has full rights, interests and controls in the 100% interest in the Company without any restrictions or constraints;
2.3 The Vendor assures that no third-party interest has been put again the Sale Interests such as pledge, lien, etc., and no litigation, arbitration and conflicts or disputes in respect of the Sale Interests stand thereon;
2.4 The list of assets and liabilities of the Company that the Vendor presents are real, complete and accurate, and as of the date of this Agreement, all the assets herein, including but not limit to all the inventories and other assets, etc. exist and are in the places as specified in the list;
2.5 The Vendor guarantees that all the operational and financial documents of the Company that will be presented to the Purchaser, truly, completely and accurately reflect the business and financial results of the Company since its incorporation;
2.6 The Vendor, by executing this Agreement, does not breach any contract or agreement signed with any other party, or any covenant with legal binding.
Representations and Warranties by the Vendor. The Vendor hereby represents and warrants to the Purchaser as follows, and confirms that the Purchaser is relying upon the accuracy of each and every such representation and warranty in connection with the purchase of the Purchased Assets and the completion of the other transactions hereunder:
(a) Corporate Authority and Binding Obligation. The Vendor has good right, full corporate power and absolute authority to enter into this Agreement and to sell, assign and transfer the Purchased Assets to the Purchaser in the manner contemplated herein and to perform all of the Vendor’s obligations under this Agreement. The Vendor and its board of directors have taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of this agreement and the sale and transfer of the Purchased Assets by the Vendor to the Purchaser. This Agreement is a legal, valid and binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.
Representations and Warranties by the Vendor. The Vendor represents and warrants to the Purchaser and the Purchaser Parent that, as of the date of this Agreement and on the Closing Date:
Representations and Warranties by the Vendor. The Vendor represents and warrants to the Purchaser as follows:
1. The Chiropractic USA plan is the sole intellectual property of the Vendors who have developed the concept from the outset.
2. The Business is not now, nor at Closing will be bound by any agreement whether written or oral with any other party;
3. The Business will not, at Closing be bound by any outstanding contract or commitment which requires prior approval of the assignment thereof by the Vendor to the Purchaser resulting from the consummation of the transactions provided for herein, unless such consent is obtained and provided to the Purchaser on Closing.
4. The Vendor now has and at Closing will have a good and marketable title to the Business, free and clear of any and all claims, liens, encumbrances and security interests whatsoever.
5. The representations and warranties of the Vendor contained herein shall survive the Closing and shall continue in full force and effect for the benefit of the Purchaser.
Representations and Warranties by the Vendor and SoftQuad --------------------------------------------------------- The Vendor and SoftQuad hereby jointly represent and warrant to the Purchaser as follows, and confirm that the Purchaser is relying upon the accuracy of each of such representations and warranties in connection with the purchase of the Purchased Assets and the completion of the other related transactions hereunder:
Representations and Warranties by the Vendor. The Vendor represents and warrants to the Purchaser that the statements contained in this Article 3 are true and correct as of the date hereof.
