REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE ACQUIROR PRINCIPAL SHAREHOLDER. The Acquiror and the Acquiror Principal Shareholder, jointly and severally, hereby represent and warrant to the Acquiree, and each of the Acquiree Shareholders, subject to the exceptions and qualifications specifically set forth or disclosed in writing in the disclosure schedule delivered by the Acquiror Principal Shareholder to the Acquiree, and the Acquiree Shareholders simultaneously herewith (the “Acquiror Disclosure Schedule”), that the statements contained in this Article V are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as thought the Closing Date were substituted for the date of this Agreement throughout this Article V) (except where another date or period of time is specifically stated herein for a representation or warranty). The Acquiror Disclosure Schedule shall be arranged according to the numbered and lettered paragraphs of this Article V and any disclosure in the Acquiror Disclosure Schedule shall qualify the corresponding paragraph in this Article V. The Acquiree, the Acquiree Shareholders and, after the Closing, the Acquiror, shall be entitled to rely on the representations and warranties set forth in this Article V regardless of any investigation or review conducted by the Acquiree, or the Acquiree Shareholders prior to the Closing.
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE ACQUIROR PRINCIPAL SHAREHOLDER. Subject to the disclosures contained in the relevant Schedules attached hereto, the Acquiror and the Acquiror Principal Shareholder, jointly and severally, represent and warrant to each of the Acquiree Shareholders and the Acquiree as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE ACQUIROR PRINCIPAL SHAREHOLDER. 10 ARTICLE VI CONDUCT PRIOR TO CLOSING 17 ARTICLE VII ADDITIONAL AGREEMENTS 18 ARTICLE VIII POST CLOSING COVENANTS 19 ARTICLE IX TAX MATTERS 19 ARTICLE X CONDITIONS TO CLOSING 20 ARTICLE XI TERMINATION 23 ARTICLE XII SURVIVAL; INDEMNIFICATION 24 ARTICLE XIII MISCELLANEOUS PROVISIONS 25 This SHARE EXCHANGE AGREEMENT (“Agreement”), dated as of December 28, 2012, is made by and among CACTUS VENTURES, INC., a corporation organized under the laws of Nevada (the “Acquiror”), XXXXX X. BUTTON (the “Acquiror Principal Shareholder”), ACTINIUM PHARMECEUTICALS, INC., a corporation organized under the laws of Delaware (the “Acquiree”), and each of the Persons listed on Schedule I hereto who are shareholders of the Acquiree (collectively, the “Acquiree Shareholders,” and individually an “Acquiree Shareholder”). Each of the Acquiror, Acquiror Principal Shareholder, Xxxxx Xxxxxx, Acquiree and Acquiree Shareholders are referred to herein individually as a “Party” and collectively as the “Parties.”
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE ACQUIROR PRINCIPAL SHAREHOLDER. 16 Section 5.1 Organization and Qualification 16 Section 5.2 Authority 16 Section 5.3 Binding Obligations 17 Section 5.4 No Conflicts 17 Section 5.5 Subsidiaries 17 Section 5.6 Organizational Documents 18 Section 5.7 Capitalization 18 Section 5.8 Compliance with Laws 19 Section 5.9 Certain Proceedings 19 Section 5.10 No Brokers or Finders 20 Section 5.11 Contracts 20
