Representations and Warranties Concerning Company. Company represents and warrants to Buyer as follows:
Representations and Warranties Concerning Company. Company hereby represents and warrants to Medical Director that, to the actual knowledge of its Chief Executive Officer (“Knowledge”), no complaint, action, suit, arbitration, proceeding, hearing, charge, demand, claim or investigation has been filed or commenced with respect to the Company or, to such Knowledge, is threatened. A civil action styled Xxxxxx v. Fuse Medical LLC, et. al. has been commenced naming the Company as a defendant, and such litigation has been dismissed without prejudice for failure to prosecute.
Representations and Warranties Concerning Company. Sellers and Company, jointly and severally, hereby represent and warrant to Buyer, subject to those exceptions set forth in the Disclosure Schedules (each of which shall qualify only the specifically identified Sections or subsections hereof to which such Disclosure Schedule relates) as of the date of this Agreement and as of the Closing Date as follows:
Representations and Warranties Concerning Company. The Parent and the Seller jointly and severally represent and warrant to the Buyer that except as set forth in the Disclosure Schedule, each of the statements contained in this Section 4 is correct and complete in all material respects as of the date of this Agreement. The exceptions, modifications and disclosures made in any Section of the Disclosure Schedule are made for all purposes of this Agreement or in any agreement or instrument delivered pursuant to or in connection with this Agreement notwithstanding the fact that no express cross-reference is made; provided, however, that the applicability of any particular exception, modification or disclosure to a particular section of the Disclosure Schedule must be reasonably clear from the description thereof.
Representations and Warranties Concerning Company. Majority Shareholders, to their knowledge, severally, and Company hereby represent and warrants to ICC and Buyer as follows:
Representations and Warranties Concerning Company. 3
3.1 Organization, Qualification, and Power 4 3.2 Authorization of Transaction 4 3.3 Capitalization and Subsidiaries 4
3.4 Non-contravention 5
3.5 Brokers’ Fees 5
3.6 Assets 6
3.7 Statements of Assets and Liabilities 6
3.8 Undisclosed Liabilities 6
3.9 Legal Compliance 6
3.10 Tax Matters 7
3.11 Real Property 9 3.12 Contracts 10 3.13 Insurance 11
3.14 Litigation 11 3.15 Debt 11 3.16 Environmental, Health, and Safety Matters 11 3.17 Certain Business Relationships with the Company 13 3.18 Disclosure 14
Representations and Warranties Concerning Company. Each Seller represents and warrants to Buyer that:
a. To the Knowledge of such Seller, the copies of Organizational Documents, minute books and other corporate records relating to authorization and issuance of HPAC Shares that were provided to Buyer are true, correct, and complete copies of those documents;
b. Except for the consents set forth on Schedule 6(b), the delivery of which is a condition precedent to Closing hereunder pursuant to Section 10(f), to the Knowledge of Sellers, the execution, delivery and performance of this Agreement and the Other Transaction Documents will not result in the Company violating any agreement or the Organizational Documents or incurring any penalty of which Seller is aware;
c. To the Knowledge of Seller, and based in part upon the Sellers' reliance on advice of counsel to the Company, all reports, registration statements and other filings that the Company has filed with the U.S. Securities and Exchange Commission ("SEC Filings") were true, correct, and complete in all material respects when filed;
d. Provided that each of the required consents listed on Schedule 6(b) is obtained on or before the Closing Date, to the Knowledge of Sellers, there is no fact, event, circumstance or agreement arising since filing of the SEC Filings that has had or is likely to have a Material Adverse Effect on the Company, its business, or its financial condition;
e. As of the Closing Date, the Company shall have taken all necessary corporate action to waive and thereby render the Rights Agreement of no force and effect with respect to (i) the transactions contemplated in this Agreement and the Other Transaction Documents and (ii) the Buyer.
Representations and Warranties Concerning Company. The Selling Shareholder represents and warrants to the Buyer that the statements contained in this Article 4 are correct and complete as of the date --------- of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article 4), except as set forth in the disclosure --------- schedule attached hereto (the "Company Disclosure Schedule"). The Company Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article 4. ---------
4.1 Corporate Organization, Qualification, and Power. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Illinois, with full corporate power and authority to conduct its business as now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under the Applicable Contracts which are material to the business or affairs of the Company. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or leasing of its properties or the nature or conduct of its business requires such qualification. An accurate and complete list of the states in which the Company is qualified to do business is set forth in Section 4.1 of the Company Disclosure Schedule. The Organizational Documents of the Company, as currently in effect, are attached to Section 4.1 of the Company Disclosure Schedule.
Representations and Warranties Concerning Company. For purposes of these representations and warranties in this Schedule 4.2 (other than those in Schedules 4.2(a), (c), (e), (f), (h) and (k)), the term “the Company” shall include each Subsidiary of the Company, unless otherwise noted herein.
Representations and Warranties Concerning Company. Sellers represent and warrant to Buyer that the statements contained in this §4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §4), except as set forth in the disclosure schedule delivered by Sellers to Buyer on the date hereof and initialed by the Parties (the “Disclosure Schedule”). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty pertains to the existence of the document or other item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this §4.
