Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”), or in the Disclosure Schedule delivered by the Parent to the Company and the Shareholders (the “Parent Disclosure Schedule”):
Appears in 8 contracts
Samples: Share Exchange Agreement (Fresh Start Private Management, Inc.), Share Exchange Agreement (Fresh Start Private Management, Inc.), Share Exchange Agreement (Resume in Minutes, Inc.)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders each Shareholder and the Company, Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the this Agreement (the “Parent SEC Documents”), or in the Disclosure Schedule delivered by the Parent to the Company and the Shareholders (the “Parent Disclosure Schedule”):
Appears in 8 contracts
Samples: Share Exchange Agreement (BTHC X Inc), Share Exchange Agreement (Nevstar Corp), Share Exchange Agreement (BTHC Viii Inc)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”), or in the Disclosure Schedule attached hereto delivered by the Parent to the Company and the Shareholders (the “Parent Disclosure Schedule”):
Appears in 6 contracts
Samples: Share Exchange Agreement (Allied Technologies Group, Inc.), Share Exchange Agreement (Ironwood Gold Corp.), Share Exchange Agreement (Stone Harbor Investments, Inc.)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”), or in the Disclosure Schedule delivered by the Parent to the Company and the Shareholders (the “Parent Disclosure Schedule”):
Appears in 5 contracts
Samples: Share Exchange Agreement (Discovery Gold Corp), Share Exchange Agreement (Mazzal Holding Corp.), Share Exchange Agreement (Discount Coupons Corp)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”Documents (as defined herein), or in the a Disclosure Schedule delivered by the Parent to the Company and the Shareholders (the “Parent Disclosure Schedule”):
Appears in 4 contracts
Samples: Share Exchange Agreement (World Surveillance Group Inc.), Share Exchange Agreement (World Surveillance Group Inc.), Share Exchange Agreement (Drone Aviation Holding Corp.)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders Shareholder and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”)this Agreement, or in the Disclosure Schedule delivered by letter, dated as of the date of this Agreement, from the Parent to the Company and the Shareholders Shareholder (the “Parent Disclosure ScheduleLetter”):
Appears in 4 contracts
Samples: Share Exchange Agreement (Gold Ridge Resources Inc), Share Exchange Agreement (Remmington Enterprises, Inc.), Share Exchange Agreement (WMX Group Holdings, Inc.)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders Stockholder and the Company, Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Filed Parent SEC Documents”), ) or in the Disclosure Schedule letter, which will be delivered by the Parent to the Company and the Shareholders Stockholder concurrently herewith (the “Parent Disclosure ScheduleLetter”):
Appears in 3 contracts
Samples: Share Exchange Agreement (Heavy Earth Resources, Inc.), Share Exchange Agreement (Millennium Quest Inc), Share Exchange Agreement (Certified Technologies Corp)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”), or in the a Disclosure Schedule delivered by the Parent to the Company and the Shareholders (the “Parent Disclosure Schedule”):
Appears in 2 contracts
Samples: Share Exchange Agreement (American Strategic Minerals Corp), Share Exchange Agreement (American Strategic Minerals Corp)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders Shareholder and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”), or in the Disclosure Schedule delivered by the Parent to the Company and the Shareholders Shareholder (the “Parent Disclosure Schedule”):
Appears in 2 contracts
Samples: Share Exchange Agreement (NowNews Digital Media Technology Co. Ltd.), Share Exchange Agreement (NowNews Digital Media Technology Co. Ltd.)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”)this Agreement, or in the Disclosure Schedule delivered by letter dated the date of this Agreement, from the Parent to the Company and the Shareholders (the “Parent Disclosure ScheduleLetter”):
Appears in 2 contracts
Samples: Share Exchange Agreement (Novint Technologies Inc), Share Exchange Agreement (Novint Technologies Inc)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders and the CompanyCompany as of the date hereof and the Closing Date, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”), ) or in the Disclosure Schedule delivered by the Parent to the Company and the Shareholders specifically referenced on a disclosure schedule (the “Parent Disclosure ScheduleSchedules”):
Appears in 2 contracts
Samples: Share Exchange Agreement (KBS Fashion Group LTD), Share Exchange Agreement (KBS Fashion Group LTD)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders each Member and the Company, Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the this Agreement (the “Parent SEC Documents”), ) or in the Disclosure Schedule letter delivered by the Parent to the Company and the Shareholders Members concurrently herewith (the “Parent Disclosure ScheduleLetter”):
Appears in 2 contracts
Samples: Share Exchange Agreement (Rio Bravo Oil, Inc.), Share Exchange Agreement (Rio Bravo Oil, Inc.)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders each Shareholder and the Company, Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the this Agreement (the “Parent SEC Documents”), ) or in the Disclosure Schedule letter delivered by the Parent to the Company and the Shareholders concurrently herewith (the “Parent Disclosure ScheduleLetter”):
Appears in 2 contracts
Samples: Share Exchange Agreement (China Unitech Group, Inc.), Share Exchange Agreement (Gourmet Herb Growers Inc)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders Shareholder and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”), or in the Disclosure Schedule delivered by the Parent to the Company and the Shareholders Shareholder (the “Parent Disclosure Schedule”):
Appears in 2 contracts
Samples: Share Exchange Agreement (Premier Oil Field Services, Inc.), Share Exchange Agreement (Shades Holdings, Inc.)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders Members and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”), Documents (as defined in Section 4.06(a) herein) or in the a Disclosure Schedule delivered by the Parent to the Company and the Shareholders Members (the “Parent Disclosure Schedule”):
Appears in 2 contracts
Samples: Securities Exchange Agreement (Bitcoin Shop Inc.), Securities Exchange Agreement (American Strategic Minerals Corp)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to lo the Shareholders Shareholder and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”)this Agreement, or in the Disclosure Schedule delivered by letter, dated as of the date of this Agreement, from the Parent to the Company and the Shareholders Shareholder (the “"Parent Disclosure Schedule”Letter"):
Appears in 1 contract
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”), or in the Disclosure Schedule delivered by the Parent to the Company and the Shareholders (the “Parent Disclosure Schedule”):) that:
Appears in 1 contract
Samples: Acquisition Agreement (Alpharx Inc)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders Shareholder and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Filed Parent SEC Documents”), or in the Disclosure Schedule delivered by letter, dated as of the date of this Agreement, from the Parent to the Company and the Shareholders Shareholder (the “Parent Disclosure ScheduleLetter”):
Appears in 1 contract
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders Members and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”), Documents (as defined in 4.06(a) herein) or in the a Disclosure Schedule delivered by the Parent to the Company and the Shareholders Members (the “Parent Disclosure Schedule”):
Appears in 1 contract
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC U.S. Securities and Exchange Commission and publicly available prior to the date of the Agreement (the “Parent SEC Documents”), ) or in the Disclosure Schedule delivered by the Parent to the Company and the Shareholders specifically referenced on a disclosure schedule (the “Parent Disclosure ScheduleSchedules”):
Appears in 1 contract
Samples: Exchange Agreement (New You, Inc.)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders Shareholder and the Company, Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Filed Parent SEC Documents”), ) or in the Disclosure Schedule delivered by letter, dated as of the date of this Agreement, from the Parent to the Company and the Shareholders Shareholder (the “Parent Disclosure ScheduleLetter”):
Appears in 1 contract
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders Shareholder and the Company, Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the this Agreement (the “Parent SEC Documents”), ) or in the Disclosure Schedule letter delivered by the Parent to the Company and the Shareholders Shareholder concurrently herewith (the “Parent Disclosure ScheduleLetter”):
Appears in 1 contract
Samples: Share Exchange Agreement (Travel Hunt Holdings Inc)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Filed Parent SEC Documents”), or in the Disclosure Schedule delivered by letter, dated as of the date of this Agreement, from the Parent to the Company and the Shareholders (the “Parent Disclosure ScheduleLetter”):
Appears in 1 contract
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders Shareholder and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”), or in the a Disclosure Schedule delivered by the Parent to the Company and the Shareholders Shareholder (the “Parent Disclosure Schedule”):
Appears in 1 contract
Samples: Securities Exchange Agreement (World Surveillance Group Inc.)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Xxxx Shareholders and the CompanyXxxx, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”), Documents (as defined in Section 4.06(a) herein) or in the a Disclosure Schedule delivered by the Parent to the Company Xxxx and the Xxxx Shareholders (the “Parent Disclosure Schedule”):
Appears in 1 contract
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”)this Agreement, or in a letter, dated on or before the Disclosure Schedule delivered by date of Closing, from the Parent to the Company and the Shareholders (the “Parent Disclosure ScheduleLetter”) (a copy of which will be provided to the Company and the Shareholders prior to the Closing):
Appears in 1 contract
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders and the Company, that, except as set forth on a disclosure schedule or as described in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement in 2021 (the “Parent SEC Documents”), or ) which shall be deemed included in the Disclosure Schedule delivered by the Parent to the Company and the Shareholders any schedule hereto (the “Parent Disclosure ScheduleSchedules”):) as follows:
Appears in 1 contract
Samples: Securities Exchange Agreement (22nd Century Group, Inc.)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders and the Company, that, except as set forth on a disclosure schedule or as described in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement in 2021 (the “Parent SEC Documents”), or ) which shall be deemed included in the Disclosure Schedule delivered by the Parent to the Company and the Shareholders any schedule hereto (the “Parent Disclosure ScheduleSchedules”):) as follows:
Appears in 1 contract
Representations and Warranties of the Parent. The Parent represents and warrants as follows to each of the Shareholders Stockholders and the Company, Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “"Filed Parent SEC Documents”), or in the Disclosure Schedule delivered by the Parent to the Company and the Shareholders (the “Parent Disclosure Schedule”):Documents"):1 --------------------------
Appears in 1 contract
Samples: Share Exchange Agreement (Matador Acquisition CORP)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders and the Company, Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Filed Parent SEC Documents”), or in the Disclosure Schedule delivered by the Parent to the Company and the Shareholders (the “Parent Disclosure Schedule”):
Appears in 1 contract
Samples: Share Exchange Agreement (New Paradigm Productions Inc)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to the Shareholders Shareholder and the Company, that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Parent SEC Documents”), or in the Disclosure Schedule delivered by the Parent to the Company and the Shareholders (the “Parent Disclosure Schedule”):
Appears in 1 contract
Samples: Share Exchange Agreement (Savanna East Africa, Inc.)
Representations and Warranties of the Parent. The Parent represents and warrants as follows to each of the Shareholders Stockholders and the Company, Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Filed Parent SEC Documents”), ) or in the Disclosure Schedule letter, which will be delivered by the Parent to the Company and the Shareholders Stockholders in accordance with Section 7.09 hereof (the “Parent Disclosure ScheduleLetter”):
Appears in 1 contract
Representations and Warranties of the Parent. The Parent represents and warrants as follows to each of the Shareholders Members and the Company, Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Filed Parent SEC Documents”), ) or in the Disclosure Schedule delivered by letter, dated as of the date of this Agreement, from Parent to the Company and the Shareholders Members (the “Parent Disclosure ScheduleLetter”):
Appears in 1 contract
Representations and Warranties of the Parent. The Parent represents and warrants as follows to each of the Shareholders Stockholders and the Company, Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of the Agreement (the “Filed Parent SEC Documents”), ) or in the Disclosure Schedule delivered by letter, dated as of the date of this Agreement, from Parent to the Company and the Shareholders Stockholders (the “Parent Disclosure ScheduleLetter”):
Appears in 1 contract
