REPRESENTATIONS AND WARRANTIES OF DIAMOND. Except as set forth in any Diamond SEC Document filed and publicly available prior to the date of this Agreement (as amended to the date of this Agreement, the “Diamond Filed SEC Documents”) and filed with the SEC since January 1, 2014 (excluding any disclosures in any risk factors section, in any section related to forward-looking statements and other disclosures that are predictive or forward-looking in nature) or as disclosed in the disclosure letter delivered by Diamond to Orion prior to the date of this Agreement (the “Diamond Disclosure Letter”) and making reference to the particular subsection of this Agreement to which exception is being taken (provided, that such disclosure shall be deemed to qualify that particular subsection and such other subsections of this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to such other subsections), Diamond represents and warrants to Orion as follows:
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Except as set forth (a) solely with respect to the representations and warranties of Diamond set forth in Sections 3.1, 3.2, 3.3(c), 3.3(d), 3.6(d), 3.7(a), 3.7(b), 3.8, 3.9, 3.10, 3.12 (other than Section 3.12(f)), 3.13, 3.14, 3.15, 3.17 and 3.22, in the Annual Report on Form 10-K for the year ended December 31, 2006 filed by Diamond with the SEC on March 1, 2007 (including the 2007 definitive proxy statement of Diamond incorporated therein by reference), the Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 filed by Diamond on May 8, 2007 and the Current Reports on Form 8-K filed by Diamond with the SEC after December 31, 2006 and prior to the date of this Agreement, and all amendments to any of the foregoing filed with the SEC prior to the date of this Agreement (collectively, the "Diamond Recent Filings") (other than statements in the Risk Factors sections that do not relate to historical facts and are forward-looking in nature and other forward-looking statements set forth in such Diamond Recent Filings) (provided that this clause (a) shall apply only to the extent that the nature and content of the disclosure in the Diamond Recent Filings is reasonably apparent on the face of the text of such disclosure to be applicable to the subject matter of, and, in the case of Sections 3.7(b) and 3.8, reasonably specific as to matters and items that are the subject matter of, the representation or warranty set forth in the applicable Section identified in this clause (a)), or (b) in the disclosure letter, dated as of the date hereof and delivered to Ruby by Diamond in connection with the execution and delivery of this Agreement (the "Diamond Disclosure Letter"), Diamond represents and warrants to Ruby as follows:
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Except as set forth in the disclosure schedule of Diamond dated as of the date hereof and delivered herewith to Parent (the "Diamond Disclosure Schedule") --------------------------- which identifies the section and subsection to which each disclosure therein relates, Diamond represents and warrants to Parent and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Diamond represents, warrants and covenants, except to the extent set forth on the Diamond Schedule of Exceptions or except as set forth in the reports required to be filed by Diamond under the Securities Act and the Exchange Act of 1934, as amended, including pursuant to Section 13(a) or 15(d) thereof ("SEC REPORTS"), as follows:
(a) Diamond is a duly organized and validly existing corporation in good standing under the laws of the State of New Jersey, authorized to issue an aggregate of 800,000,000 shares of Diamond Common Stock. On the Effective Date, there will be issued and outstanding no more than 20,696,882 shares of Diamond Common Stock, all of which such issued and outstanding shares will be validly issued, fully paid and nonassessable. The fully diluted number of shares will be not more than 29,796,971 shares of common stock. Except as contemplated by this Agreement, on the Effective Date there will be no issued or outstanding options, warrants or other rights, or commitments or agreements of any kind, contingent or otherwise, to purchase or otherwise acquire shares of Diamond Common Stock or any issued or outstanding securities of any nature convertible into shares of Diamond Common Stock (see Exhibit A). There is no proxy or any other agreement, arrangement or understanding of any kind authorized or outstanding which restricts, limits or otherwise affects the right to vote any shares of Diamond Common Stock.
(b) Diamond is, and on the Effective Date will be, duly authorized, qualified and licensed under any and all applicable laws, regulations, ordinances or orders of public authorities to carry on its business in the places and in the manner as presently conducted. The business of Diamond does not require it to be registered as an investment company or investment advisor, as such terms are defined under the Investment Company Act and the Investment Advisors Act of 1940.
(c) Diamond has, and on the Effective Date the following subsidiaries:
1. Diamond Acquisition, Delaware
2. Diamond Acquisition, New Jersey (to be terminated)
3. E-DMEC Corporation, California - Incorporated 1985 (All California Business runs through this Company)
4. Jewel Products International Inc. - California, Incorporated 1991.(Dormant - sold toys. Has a patient, no value) 5. Xxxxxxxxxxx000.xxx - California, Incorporated 1996. (Dormant - was to be used for internet sales)
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Section 3.1 Organization and Good Standing 16 Section 3.2 Diamond Subsidiaries 16 Section 3.3 Capitalization 17 Section 3.4 Authority; No Violations 19 Section 3.5 Governmental Approvals and Notices 20 Section 3.6 Diamond SEC Documents; Financial Statements 21 Section 3.7 Absence of Certain Changes 23 Section 3.8 No Undisclosed Liabilities 23 Section 3.9 Compliance with Applicable Laws 23 Section 3.10 Litigation 24 Section 3.11 Taxes 24 Section 3.12 Pension and Benefit Plans; ERISA 25 Section 3.13 Labor 26
Section 3.14 Intellectual Property 28 Section 3.15 Environmental Matters 28 Section 3.16 Material Contracts 30 Section 3.17 Related Party Transactions 30 Section 3.18 Opinion of Financial Advisor 30 Section 3.19 Brokers 30 Section 3.20 Inapplicability of Takeover Statutes 30 Section 3.21 Proxy Statement; Registration Statement 31 Section 3.22 Real Estate 31 Section 4.1 Organization and Good Standing 32 Section 4.2 Capitalization 32 Section 4.3 Authority; No Violations 33 Section 4.4 Governmental Approvals and Notices 34 Section 4.5 Ruby SEC Documents; Financial Statements 34 Section 4.6 Litigation 35 Section 4.7 Ruby Newco; Merger Sub 35 Section 4.8 Brokers 35 Section 4.9 Financing 36 Section 4.10 Proxy Statement; Registration Statement 36 Section 4.11 Absence of Certain Changes 36
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Diamond represents and warrants to each of Ultrak and Newco that the following are true and correct as of the Signing Date and will be true and correct as of the Effective Date as if made on that date:
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Except as disclosed in the Diamond SEC Documents filed or furnished with the SEC since December 31, 2020 (including exhibits and other information incorporated by reference therein) and publicly available prior to the date hereof (but excluding any forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent they are predictive or forward-looking in nature) or in the corresponding section of the disclosure letter delivered by Diamond to Seaways immediately prior to the execution of this Agreement (the “Diamond Disclosure Letter”) (it being agreed that disclosure of any item in any section of the Diamond Disclosure Letter shall be deemed disclosure with respect to any other section of this Article III to which the relevance of such item is reasonably apparent on its face), Diamond represents and warrants to Seaways as set forth below.
REPRESENTATIONS AND WARRANTIES OF DIAMOND. 12 3.1 Organization; Good Standing; Power, Etc. ......................... 12 3.2 Authorization of Agreement, Etc. ................................. 12 3.3
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Diamond and Shareholders, jointly and severally, hereby represent and warrant to AMG and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF DIAMOND. Section 3.1
