Representations and Warranties of Optionor. Optionor has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Optionor hereby represents that the name, year and authentication information set forth on Schedule A are true and accurate with respect to the Asset. Optionor now has and on the Closing Date will have (a) good and marketable title to the Asset, free and clear of all liens and encumbrances and (b) full right, power and authority to effect the sale and delivery of the Asset pursuant to this Agreement. Upon the Closing, including payment of the Purchase Price, Optionee will receive good and marketable title to the Asset, free and clear of all liens and encumbrances. This Agreement constitutes a legal, valid and binding obligation of Optionor, enforceable against Optionor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. Optionor represents and warrants that, as of the date hereof, either (x) the value of the Series Interests to be delivered to Optionor pursuant to Section 2(b) complies with the investment limitations set forth in Regulation A or (y) Optionor is an “accredited investor” as that term is defined in Regulation D promulgated under the Act (collectively, a “Qualified Purchaser”). Optionor agrees to promptly provide Optionee and its affiliates with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status of Optionor prior to the Closing Date, including an Investor Certification in a form satisfactory to Optionee.
Representations and Warranties of Optionor. Optionor hereby represents and warrants as follows:
(a) Optionor is the record and beneficial owner of the Shares as set forth on the books and records of Mitek, free and clear of all liens, claims, charges, restrictions, security interests, proxies, pledges or encumbrances of any kind.
(b) Optionor has the full right, power, authority and capacity to enter into this Agreement, to grant the Options, and to sell and transfer to Optionees the Shares as contemplated herein.
(c) Upon exercise of any of the Options, Optionees will obtain full title to the Shares, free and clear of all liens, claims, charges, restrictions, security interests, proxies, pledges or encumbrances of any kind, except for the restrictions of Rule 144 of the Act.
(d) This Agreement constitutes a legal, valid and binding agreement of Optionor enforceable in accordance with its terms.
(e) There are no claims, actions, suits, proceedings or investigations pending or threatened against Optionor or the Shares at law or in equity, and Optionor does not know or have any reason to know of any basis for any such claim, action, suit, proceeding or investigation.
(f) Optionor will use his best efforts to cause Mitek to conduct a search for and employ a new chief executive officer and to reconstitute its board of directors.
(g) Neither this Agreement nor any documents filed of record by Mitek with the Securities and Exchange Commission contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or herein or necessary to make the statements and information contained herein or therein not misleading as of the date thereof and as of the date of this Agreement.
Representations and Warranties of Optionor. Optionor represents and warrants to Optionee as follows:
Representations and Warranties of Optionor. Optionor represents, warrants and covenants to Optionee that:
(a) this Agreement has been duly authorized and approved by all necessary corporate action on the part of Optionor, has been duly executed and delivered by Optionor and constitutes a valid and legally binding obligation of Optionor enforceable in accordance with its terms;
(b) Optionor is not subject to or obligated under any provision of (i) its Certificate of Incorporation or Bylaws, (ii) any contract, (iii) any license, franchise or permit, or (iv) any law, regulation, order, judgment or decree that would be breached or violated by its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby;
(c) no authorization, consent or approval of, or any filing with, any public body or authority is necessary for consummation by it of the transactions contemplated by this Agreement;
(d) Optionor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to enter into and perform this Agreement; and
(e) Optionor has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the Option Shares, and the Option Shares, when issued and delivered by Optionor to Optionee upon exercise of the Option, will be duly authorized, validly issued, fully paid and nonassessable, and will be free and clear of any claims, liens, encumbrances, security interest and charges of any nature whatsoever incurred by Optionor.
Representations and Warranties of Optionor. The Optionor represents and warrants to the Optionee that:
(a) it is a company duly incorporated and is validly subsisting under the laws of the jurisdiction of its incorporation or organization;
(b) it has full legal power, capacity and authority to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to carry out and perform all of its obligations and duties hereunder, and under the laws of Ontario, is legally entitled to hold the Property and all mineral claims comprised therein;
(c) it has duly obtained all consents and authorizations (except as specifically provided for herein) which may be required for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated shall not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any liens, charges and encumbrances under the provisions of any indenture, agreement or other instrument whatsoever to which the Optionor is a party or by which it is bound or to which it may be subject;
(d) it has duly executed and delivered this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Optionee, enforceable against it in accordance with the Agreement's terms, except where such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to equitable remedies that may be granted in the discretion of a court of competent jurisdiction;
(e) no proceedings are pending and it is not aware of any basis for the institution of any proceedings leading to the placing of such party into bankruptcy or subject to any other laws governing the affairs of insolvent persons;
(f) the Optionor is and, at the time of the transfer to the Optionee of an interest in the mineral claims comprising the Property, the Optionor shall be the sole legal and beneficial owner of all of the claims comprising the Property, free and clear of all any liens, charges and encumbrances of third parties and no taxes or rentals are due in respect of any thereof;
(g) the Optionor holds a 100% undivided legal and beneficial interest in and to the Property and is the recorded holder of the Property;
(h) the mineral claims comprising the Property (i) have been duly and validly located and recorded pursuant to the Mining Act; (ii) are in good stan...
Representations and Warranties of Optionor. Optionor hereby represents and warrants as follows, which representations and warranties shall be true and correct in all material respects as of the close escrow, shall survive the close of escrow and the truth of which, as of the close of escrow, shall be a condition precedent to Optionee's obligation to complete the transaction contemplated by this Agreement:
(a) To the best of Optionor's actual knowledge there are no material defects in the physical condition of the Property;
(b) Except for the environmental condition contained in the Indemnity Agreement and disclosed by Optionor to Optionee, to the best of Optionor's actual knowledge the Property and the ground water below the surface of the Land, is free of all contaminants and hazardous substances as such terms are commonly understood and defined;
(c) To the best of Optionor's actual knowledge Optionor knows of no public improvements, which have been ordered to be made and which have not hereto been completed, assessed and paid for;
(d) To the best of Optionor's actual knowledge there are no unrecorded liens for overdue taxes, state or federal, income, property or otherwise; Initials 5 Initials /s/ PL /s/ PWK ------ -------
(e) To the best of Optionor's actual knowledge there are no actions, suits or proceedings of any kind or nature whatsoever, legal or equitable, pending or threatened against Optionor or the Property, or any portion or portions thereof, or relating to or arising out of the ownership, management or operations of the Property, in any court or before or by any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality;
(f) To the best of Optionor's actual knowledge Optionor has no knowledge of any pending or threatened condemnation or eminent domain proceedings, which would affect any of the Property.
(g) No right to the property or any interest therein has been granted to any other party than Optionee other than as disclosed in writing to Optionee.
Representations and Warranties of Optionor. Optionor represents and warrants to Optionee, as of the date hereof and as of the date of any exercise of the Call Option, that:
(a) The Retained Units are duly authorized, validly issued, fully paid and non-assessable units of membership interest of FFPE, LLC.
(b) There are no outstanding subscriptions, options, warrants, rights, puts, calls, pre-emptive rights, commitments, conversion rights, rights of exchange, plans, or other agreements of any kind relating to the Retained Units.
(c) Optionor is the sole beneficial owner and holder of record of all 18 of the Retained Units. The Retained Units are free and clear of any Encumbrances. The delivery to Optionor of the Unit certificates evidencing the Retained Units, duly endorsed in blank or accompanied by appropriate written instruments of transfer duly executed by Optionor, is sufficient to transfer to Optionee valid title thereto, free and clear of any Encumbrance.
(d) Optionor has all necessary corporate power and authority to enter into this Agreement and make any endorsement or execute and deliver any written instrument of transfer necessary to transfer the Retained Units to Optionee.
(e) This Agreement has been duly executed and delivered by Optionor and is a valid and binding obligation of Optionor, enforceable against Optionor in accordance with its terms.
(f) No consent by any third party or governmental authority is required in connection with the execution or delivery by Optionor of this Agreement or the consummation of the sale of the Retained Units to Optionee contemplated hereunder. The execution and delivery by Optionor of this Agreement and the sale of the Retained Units to Optionee will not conflict with or result in any breach of or constitute a default under any agreement or instrument to which FFPE, LLC or Optionor is a party or by which its or such Optionor's assets are bound.
Representations and Warranties of Optionor. Optionor hereby represents and warrants to Optionee as of the date of this Agreement and as of the Closing Date that:
Representations and Warranties of Optionor. Subject to such exceptions as are disclosed in the corresponding Section, subsection or clause of the Optionor’s disclosure schedule included as part of the Asset Purchase Agreement (the “Optionor Disclosure Schedule”) (or disclosed in any other Section, subsection or clause of the Optionor Disclosure Schedule; provided, that it is reasonably apparent on the face of such disclosure that such disclosure would be responsive to such other Section, subsection or clause of this Article II), Optionor hereby represents and warrants to Optionee as follows:
Representations and Warranties of Optionor. Optionor represents and warrants to Optionee that the execution, delivery and performance of this Agreement by the Optionor and the consummation by him of the transactions contemplated hereby do not require the consent, waiver, approval, license or authorization of or any filing with any person or public authority, except as may be required by applicable securities laws and will not violate or result in a breach of any
