REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING THE COMPANY. Seller represents and warrants to Buyer as follows with respect to the Company:
REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING THE COMPANY. Subject to the exceptions set forth in the disclosure letter of Seller addressed to Buyer, dated and delivered as of the Agreement Date (the “Seller Disclosure Letter”), which disclosures shall be numbered to correspond to the applicable section and subsection of this Article 3 and shall be deemed to apply to each other section and subsection hereof to the extent the disclosure is reasonably apparent on its face, upon a reading of the disclosure without any reference to extrinsic documentation or any independent knowledge on the part of the reader regarding the matter disclosed. For avoidance of doubt, no representation or warranty made in Article 3 applies to the business of Seller other than the Company Business, except to the extent such other business applies to or affects the business of any Group Company. Seller hereby represents and warrants to Buyer as of the Agreement Date and the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING THE COMPANY. AND THE COMPANY SUBSIDIARIES 10 7.1 Organization and Good Standing 10 7.2 Subsidiaries 12 7.3 Capitalization 12 7.4 Financial Statements 14 7.5 Company Indebtedness; Undisclosed Liabilities 14 7.6 Litigation 15 7.7 Tax Matters 15 7.8 Absence of Certain Changes or Events 17 7.9 ERISA 19 7.10 Employment Matters 22 7.11 Intellectual Property 23 7.12 Compliance with Law 23 7.13 Title to Assets 23 7.14 No Brokers or Finders 24 7.15 Certain Payments; Export Law Compliance 24 7.16 No Misrepresentation 24 8. REPRESENTATIONS AND WARRANTIES OF PURCHASER 24 8.1 Organization and Good Standing 24 8.2 Authority Relative to Agreement; Effect of Agreement 24 8.3 Absence of Conflict 24 8.4 Litigation 25 8.5 No Brokers or Finders 25 9. FURTHER AGREEMENTS OF THE PARTIES 25 9.1 Tax Matters 25 9.2 Expenses 28 9.3 Access and Cooperation Following the Closing 28 9.4 Public Announcements 28 10. INDEMNIFICATION AND RELATED MATTERS 29 10.1 Indemnification. 29 10.2 Survival of Representations, Warranties and Covenants 29 10.3 Procedure with Respect to Indemnification Claims 29 10.4 Limits on Indemnification 30 10.5 Procedures with Respect to Third-Party Claims 30 10.6 Calculation of Damages 31 10.7 Exclusive Remedy 31 11. MISCELLANEOUS 31 11.1 Entire Agreement 31 11.2 Further Assurances 31 11.3 Governing Law; Waiver of Jury Trial; Consent to Jurisdiction 31 11.4 Headings 32 11.5 Notices 32 11.6 Binding Effect; Assignment 34 11.7 Counterparts; Signatures by Telecopy or PDF 35 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT dated as of September 16, 2011 (the “Agreement”), by and between Cancable and Dependable Hometech, LLC, a Delaware limited liability company (“Purchaser”), Creative Vistas, Inc., an Arizona corporation (“Seller”), and Cancable Holding Corp., a Delaware corporation (“Company”). Capitalized terms used and not defined elsewhere in this Agreement have the respective meanings assigned to such terms in Appendix 1 hereto.
REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING THE COMPANY. The Seller hereby makes, as of the date hereof and as of the Closing Date, the following representations and warranties to the Purchaser, except as otherwise set forth in a written disclosure schedule (the “Disclosure Schedule”) delivered by the Seller to the Purchaser prior to the Closing Date, which contains Schedules numbered to correspond to various Sections of this Article III and which sets forth certain exceptions to the representations and warranties contained in this Article III and certain other information called for by this Agreement. Unless otherwise specified, each reference in this Agreement to any numbered Schedule is a reference to that numbered Schedule that is included in the Disclosure Schedule.
REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING THE COMPANY. Seller represents and wan-ants that:
REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING THE COMPANY. Seller represents and warrants to Buyer as follows as of the Execution Date and as of the Closing:
REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING THE COMPANY. Seller hereby represents and warrants to Purchaser as of the date of this Agreement and the Payment Date (which representations and warranties survive the closing) as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING THE COMPANY. 19 Section 4.1
REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING THE COMPANY. Except as set forth in the Disclosure Schedule or in any public filings made by the Company pursuant to the Act, Seller hereby represents and warrants to Buyer, as of the date of this Agreement as set forth in this Article IV. Although the Disclosure Schedule, for convenience, shall set forth specific reference to the particular Section or subsection of this Agreement to which the information set forth in the Disclosure Schedule relates, any information set forth in the Disclosure Schedule shall be deemed to apply to this Article IV in its entirety. The mere inclusion of an item in the Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, or would reasonably be expected to have, a Material Adverse Effect.
REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING THE COMPANY. Seller hereby represents and warrants to Purchaser and Merger Sub, at and as of the date hereof, as follows:
