REPRESENTATIONS AND WARRANTIES OF BUYER 6. Section 3.1 Organization of Buyer 6 Section 3.2 Due Authorization 6 Section 3.3 Enforceability 6 Section 3.4 No Conflict 6 Section 3.5 Financing 7 Section 3.6 Brokers 7 Section 3.7 No Other Representations 7 Section 3.8 Litigation 7
REPRESENTATIONS AND WARRANTIES OF BUYER 6. Incorporation; Power and Authority 6 4.2 Valid and Binding Agreement 6 4.3 No Breach; Consents 6 4.4 Brokerage 6 4.5 Financial Condition 6 Article V. Agreements of Sellers 7 5.1 Conditions 7 5.2 Consents and Authorizations; Regulatory Filings 7 5.3 No Sale 7 Article VI. Agreement of Buyer 7 6.1 Conditions 7 Article VII. Conditions to Closing 7 7.1 Conditions to Buyer’s Obligations 7 7.2 Conditions to Sellers’ Obligations 8 Article VIII. Termination 8 8.1 Termination 8 8.2 Effect of Termination 9 Article IX. Indemnification 9 9.1 Indemnification by Sellers 9 9.2 Indemnification by Buyer 10 9.3 Sole and Exclusive Remedy 11 Article X. General 11 10.1 Press Releases and Announcements 11 10.2 Expenses 11 10.3 Further Assurances 11 10.4 Amendment and Waiver 11 10.5 Notices 12
REPRESENTATIONS AND WARRANTIES OF BUYER 6. 1 Buyer represents and warrants to Sellers and the Company as follows:
(a) Buyer is duly incorporated and validly existing under the laws of Nevada; it has the corporate power and authority to execute, deliver and perform this Agreement, the Notes and any other agreement or document executed by it under or in connection with this Agreement, and it has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, the Notes and any such other agreement or document. This Agreement constitutes, and the Notes and any such other agreement or document when executed will constitute, the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.
(b) Neither the execution nor delivery of this Agreement, nor the transactions contemplated herein, nor compliance with the terms and conditions of this Agreement will:
(i) contravene any provision of law or any statute, decree, rule or regulation binding upon Buyer or contravene any judgment, decree, franchise, order or permit applicable to Buyer;
(ii) conflict with or result in any breach of any terms, covenants, conditions or provisions or, or constitute a default (with or without the giving of notice or passage of time or both) under the Certificate of Incorporation or Bylaws of Buyer or any agreement or other instrument to which Buyer is a party or by which it is bound.
(c) No authorization, consent or approval of or exemption by, any governmental, judicial or public body or authority is required to authorize, or is required in connection with (i) the execution, delivery and performance by Buyer of this Agreement or the Notes, or (ii) any of the transactions contemplated by this Agreement, or (iii) any of the certificates, instruments or other agreements executed by Buyer in connection with this Agreement, or (iv) the taking of any action by Buyer.
REPRESENTATIONS AND WARRANTIES OF BUYER 6. 3.1 Organization and Authority 6 3.2 Valid and Binding Agreement; No Violation 6 3.3 Governmental Regulation 7 3.4 Brokers 7 3.5 Securities Law Matters 7
4.1 Organization and Good Standing 7 4.2 Valid and Binding Agreement; Non-Contravention 8 4.3 Capitalization; Ownership 8
REPRESENTATIONS AND WARRANTIES OF BUYER 6. Section 2.01. Corporate 6 Section 2.02. Authority 6 Section 2.03. No Violation 7 Section 2.04. Brokers 7 Section 2.06. [INTENTIONALLY OMITTED] 7 Section 2.06. Litigation 7 Section 2.07. Investment Intent 7
REPRESENTATIONS AND WARRANTIES OF BUYER 6. 1. Organization . . . . . . . . . . . . . . . . . . . . . 30 6.2. Authority Relative to this Agreement . . . . . .
REPRESENTATIONS AND WARRANTIES OF BUYER 6. 4.1 Corporate Organization 6 4.2 Authority; No Violation 6
4.3 Consents and Approvals 7
REPRESENTATIONS AND WARRANTIES OF BUYER 6. Section 4.1 Buyer’s Representations and Warranties 6
