REPRESENTATIONS AND WARRANTIES OF SELLING. SHAREHOLDERS 45 4.1. Title; Absence of Certain Contracts 45 4.2. Power and Authority 45 4.3. Brokers 46 4.4. Payment for Company Shares/Shareholder Loans 46 4.5. Legal Proceedings 47 4.6. Investment Representation Statement 47 TABLE OF CONTENTS (continued) Page 4.7. Tax Withholding Information 48 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER 48 5.1. Organization; Good Standing; Qualification and Power 48 5.2. Authority 48 5.3. Noncontravention 49 5.4. Financial Capacity 49 5.5. Litigation, Disputes 49 5.6. Capitalization. Valid Issuance of Buyer Common Stock 50 5.7. SEC Filings and Financial Statements 50 5.8. No Israeli Presence 50 5.9. Opportunity to Examine the Company 50 ARTICLE 6 COVENANTS 51 6.1. Conduct of Business by Company 51 6.2. Insurance 53 6.3. Access to Records and Properties 53 6.4. Further Assurances 53 6.5. Reserved. 53 6.6. Regulatory Matters; Third Party Consents 54 6.7. Notification of Certain Matters 54 6.8. Negotiation With Others 55 6.9. Tax Matters. 55 6.10. Employee Matters 57 6.11. Indemnification; Directors’ and Officers’ Insurance 58 6.12. Certain Operational Covenants 58 6.13. S-3 Registration Statement; Selling Shareholder Covenants 58 ARTICLE 7 CONDITIONS PRECEDENT 60 7.1. Conditions to Each Party’s Obligations 60 7.2. Conditions to Buyer’s Obligations 61 7.3. Conditions to Obligations of the Company and the Selling Shareholders 63 ARTICLE 8 INDEMNIFICATION 64 8.1. Escrow Shares 64 8.2. Survival of Representations and Warranties and Agreements 64 8.3. Selling Shareholders’ Agreement to Indemnify 65 8.4. Notice of Claim 67 8.5. Defense of Third-Party Claims 67 8.6. Resolution of Claim 68 8.7. Reserved 68 8.8. Representative 68 8.9. Exclusive Remedy 69 8.10. Treatment of Selling Shareholder Indemnification Payments 69 8.11. Enforcement 69 ARTICLE 9 TERMINATION 69 TABLE OF CONTENTS (continued) Page 9.1. Termination 69 9.2. Effect of Termination 70 ARTICLE 10 MISCELLANEOUS 71 10.1. Governing Law; Jurisdiction; Waiver of Jury Trial 71 10.2. Assignment; Binding Upon Successors and Assigns 71 10.3. Severability 71 10.4. Counterparts; Facsimile Signatures 71 10.5. Other Remedies 72 10.6. Amendments and Waivers 72 10.7. Expenses 72 10.8. Attorneys’ Fees 72 10.9. Notices 72 10.10. Interpretation; Rules of Construction 74 10.11. Third Party Beneficiary Rights 74 10.12. Public Announcement 74 10.13. Entire Agreement 75 10.14. Waiver Of Jury Trial 75 THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of Sept...
REPRESENTATIONS AND WARRANTIES OF SELLING. PARTIES 16 3.1 Organization, Good Standing and Requisite Power. 16 3.2 Authorization and Binding Effect of Documents. 16 3.3 Absence of Conflicts. 16 3.4
REPRESENTATIONS AND WARRANTIES OF SELLING. PARTIES 9 3.1 Organization and Good Standing 9 3.2 Enforceability; Authority; No Conflict 10 3.3 Capitalization 11 3.4 Financial Statements 11 3.5 Books and Records 11 3.6 Sufficiency of Assets 11 3.7 Title to Assets; Encumbrances 11 3.8 Real Property 11 3.9 Condition of Facilities 12 3.10 Accounts Receivable 12 3.11 Inventories 13 3.12 No Undisclosed Liabilities 13 3.13 Taxes 13 3.14 No Material Adverse Change 13 3.15 Employee Plans 13 3.16 Compliance with Legal Requirements; Governmental Authorizations 14 3.17 Legal Proceedings; Orders 15 3.18 Absence of Certain Changes and Events 16 3.19 Contracts; No Defaults 17 3.20 Insurance 19 3.21 Intellectual Property Assets 19 3.22 Environmental Matters 22 3.23 Product Liability 24 3.24 Employees 24 3.25 Labor Disputes; Compliance 25 3.26 Affiliated Transactions 25 3.27 Brokers or Finders 25 ii 3.28 Termination of Marketing Agreement 25 3.29 Residency 26 3.30 GST Registration 26 3.31 Disclosure 26 4. REPRESENTATIONS AND WARRANTIES OF BUYERS 26 4.1 Organization and Good Standing 26 4.2 Authority; No Conflict 26 4.3 Certain Proceedings 27 4.4 Brokers or Finders 27 4.5 GST Registration 27
REPRESENTATIONS AND WARRANTIES OF SELLING. SHAREHOLDERS ----------------------- Each Selling Shareholder (or, when indicated, one or more individual Selling Shareholders) represents and warrants, severally only and not jointly, with respect to itself, its own acts or omissions, and its ownership interest in Fremont and Ridgepointe, and not with respect to the acts, omissions, or ownership interests of any other Selling Shareholder, to Amerac as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING. STOCKHOLDERS AS TO THEIR SHARES OF TARGET COMMON STOCK AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT To induce Parent and Merger Sub to enter into this Agreement, each of the Selling Stockholders severally represents and warrants (a Selling Stockholder not having any liability for a breach of any representation or warranty under this Article II by the other Selling Stockholder) that:
REPRESENTATIONS AND WARRANTIES OF SELLING. SHAREHOLDERS SECTION 3.1 Authority Relative to the Agreement........................... 6 SECTION 3.2 Capitalization................................................ 6 SECTION 3.3
REPRESENTATIONS AND WARRANTIES OF SELLING. ENTITIES 35 Section 5.01 Organization and Good Standing 35 Section 5.02 Authority; Validity 35 Section 5.03 Governmental Approvals; No Conflict 36 Section 5.04 Financial Statements 36 Section 5.05 No Undisclosed Material Liabilities 37 Section 5.06 Absence of Certain Changes 37 Section 5.07 Legal Proceedings 37 Section 5.08 Compliance with Laws; Permits 38 Section 5.09 Food Safety Matters 38 Section 5.10 Material Contracts 40 Section 5.11 Government Contracts 41 Section 5.12 Intellectual Property 43 Section 5.13 Environmental, Health and Safety Matters 47 Section 5.14 Title 47 Section 5.15 Matters Related to Assets; Casualty Losses 48 Section 5.16 Inventory; Accounts Receivable and Payable 49 Section 5.17 Insurance 49 Section 5.18 Security Arrangements 50 Section 5.19 Customers and Suppliers 50 Section 5.20 Anti-Corruption 50 Section 5.21 Brokers or Finders 51 Section 5.22 Employee Benefit Plans; Labor and Employment Matters 51 Section 5.23 Taxes 53
