Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the Purchasers: 3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors. 3.1.2 The Company is in good standing with the Secretary of State of Nevada. 3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchasers’ reasonable satisfaction. Should the Purchasers discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall indemnify the Purchasers for any and all such liabilities, whether outstanding or contingent at the time of Closing. 3.1.4 The Company will have no assets or liabilities at the Closing Date. 3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof. 3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent. 3.1.7 The Company does not own any real estate or any interests in real estate. 3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. 3.1.9 The Company, to the actual knowledge of Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies. 3.1.10 The Seller is the lawful owner of record of the Acquired Shares, and the Seller presently has, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers in accordance with the terms of this Agreement. The delivery to the Purchasers of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind. 3.1.11 There are no authorized shares of the Company other than 75,000,000 common shares, and there are 4,510,000 issued and outstanding shares of the Company. Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchasers; and on delivery to the Purchasers of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company. 3.1.12 All issuances of the Company of the Shares in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable. 3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. 3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties. 3.1.15 The Company has no subsidiaries. 3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties. 3.1.17 The Company has no insurance or employee benefit plans whatsoever. 3.1.18 The Company is not in default under any contract, or any other document. 3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement. 3.1.20 The execution and delivery of this Agreement, and the subsequent Closing, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws. 3.1.21 All financial and other information which the Company and/or the Seller furnished or will furnish to the Purchasers, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is not misleading, and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby. 3.1.22 The Company has a Registration Statement on Form S-1 that went effective on January 23, 2013, and there are no proceedings pending to revoke or terminate such registration. Since such date, the Company has filed all periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-sixth month after the Closing Date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Aviana, Corp.), Stock Purchase Agreement (Aviana, Corp.)
Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the PurchasersPurchaser:
3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.
3.1.2 The Company is in good standing with the Secretary of State of Nevada.
3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchasers’ Purchaser’s reasonable satisfaction. Should the Purchasers Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall undertakes to indemnify the Purchasers Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing Date.
3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent.
3.1.7 The Company does not own any real estate or any interests in real estate.
3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.
3.1.9 The Company, to the actual knowledge of Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 The Seller either is or on the Closing Date will be, the lawful owner of record of the Acquired Shares, and the Seller presently has, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers Purchaser in accordance with the terms of this Agreement. The delivery to the Purchasers Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
3.1.11 There are no authorized shares of the Company other than 75,000,000 100,000,000 common shares and 10,000,000 preferred shares, and there are 4,510,000 no issued and outstanding shares of the CompanyCompany other than 100,000 common shares. Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the PurchasersPurchaser; and on delivery to the Purchasers Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.
3.1.12 All issuances of the Company of the Shares shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable.
3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.
3.1.15 The Company has no subsidiaries.
3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.
3.1.17 The Company has no insurance or employee benefit plans whatsoever.
3.1.18 The Company is not in default under any contract, or any other document.
3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.
3.1.20 The execution and delivery of this Agreement, and the subsequent Closingclosing thereof, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws.
3.1.21 All financial and other information which the Company and/or the Seller furnished or will furnish to the PurchasersPurchaser, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is fact, not misleading, misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.
3.1.22 The common stock of the Company has a Registration Statement on Form S-1 that went effective on January 23is registered under Section 12(g) of the Securities Exchange Act of 1934, 2013, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since such datethe date of the common stock's registration under the Exchange Act, the Company has filed all periodic reports with the Securities and Exchange Commission pursuant required to be filed by the Securities Exchange Act of 1934, as amendedAct, including its Quarterly Report on Form 10-Q for the quarter period ended March July 31, 20132012, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-sixth twelfth month after the Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Troy Inc)
Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the PurchasersPurchaser:
3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.
3.1.2 The Company is in good standing with the Secretary of State of Nevada.
3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchasers’ Purchaser’s reasonable satisfaction. Should the Purchasers Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall indemnify the Purchasers Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing Date.
3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent.
3.1.7 The Company does not own any real estate or any interests in real estate.
3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.
3.1.9 The Company, to the actual knowledge of Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 The Seller is the lawful owner of record of the Acquired Shares, and the Seller presently has, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers Purchaser in accordance with the terms of this Agreement. The delivery to the Purchasers Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
3.1.11 There are no authorized shares of the Company other than 75,000,000 common shares, and there are 4,510,000 2,590,000 issued and outstanding shares of the Company. Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the PurchasersPurchaser; and on delivery to the Purchasers Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.
3.1.12 All issuances of the Company of the Shares in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable.
3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.
3.1.15 The Company has no subsidiaries.
3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.
3.1.17 The Company has no insurance or employee benefit plans whatsoever.
3.1.18 The Company is not in default under any contract, or any other document.
3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.
3.1.20 The execution and delivery of this Agreement, and the subsequent Closing, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws.
3.1.21 All financial and other information which the Company and/or the Seller furnished or will furnish to the PurchasersPurchaser, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is not misleading, and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.
3.1.22 The Company has a Registration Statement on Form S-1 that went effective on January 2318, 20132012, and there are no proceedings pending to revoke or terminate such registration. Since such date, the Company has filed all periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, including its Quarterly Report on Form 10-Q for the quarter period ended March 31June 30, 20132012, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-sixth month after the Closing Date.
Appears in 1 contract
Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the Purchasers:
3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.
3.1.2 The Company is in good standing with the Secretary of State of Nevada.
3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchasers’ reasonable satisfaction. Should the Purchasers discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall indemnify the Purchasers for any and all such liabilities, whether outstanding or contingent at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing Date.
3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent.
3.1.7 The Company does not own any real estate or any interests in real estate.
3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.
3.1.9 The Company, to the actual knowledge of Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 The Seller is the lawful owner of record of the Acquired Shares, and the Seller presently has, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers in accordance with the terms of this Agreement. The delivery to the Purchasers of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
3.1.11 There are no authorized shares of the Company other than 75,000,000 common shares, and there are 4,510,000 3,740,000 issued and outstanding shares of the Company. Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchasers; and on delivery to the Purchasers of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.
3.1.12 All issuances of the Company of the Shares in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable.
3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.
3.1.15 The Company has no subsidiaries.
3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.
3.1.17 The Company has no insurance or employee benefit plans whatsoever.
3.1.18 The Company is not in default under any contract, or any other document.
3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.
3.1.20 The execution and delivery of this Agreement, and the subsequent Closing, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws.
3.1.21 All financial and other information which the Company and/or the Seller furnished or will furnish to the Purchasers, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is not misleading, and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.
3.1.22 The Company has a Registration Statement on Form S-1 that went effective on January 23June 5, 20132012, and there are no proceedings pending to revoke or terminate such registration. Since such date, the Company has filed all periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, including its Quarterly Report on Form 10-Q for the quarter ended March 31September 30, 20132012, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 20132012. The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-sixth month after the Closing Date.
Appears in 1 contract
Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the PurchasersPurchaser:
3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.
3.1.2 The Company is in good standing with the Secretary of State of Nevada.
3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchasers’ Purchaser’s reasonable satisfaction. Should the Purchasers Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall undertakes to indemnify the Purchasers Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing Date.
3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent.
3.1.7 The Company does not own any real estate or any interests in real estate.
3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.
3.1.9 The Company, to the actual knowledge of Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 The Seller either is or on the Closing Date will be, the lawful owner of record of the Acquired Shares, and the Seller presently has, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers Purchaser in accordance with the terms of this Agreement. The delivery to the Purchasers Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
3.1.11 There are no authorized shares of the Company other than 75,000,000 common shares500,000,000 Shares and 10,000,000 shares of preferred stock, and par value $0.0001 per share (the “Preferred Shares”). As of the date of this Agreement, there are 4,510,000 issued 2,343,800 outstanding Shares and no outstanding shares of the CompanyPreferred Shares. Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the PurchasersPurchaser; and on delivery to the Purchasers Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.
3.1.12 All issuances of the Company of the Shares in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable.
3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.
3.1.15 The Company has no subsidiaries.
3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.
3.1.17 The Company has no insurance or employee benefit plans whatsoever.
3.1.18 The Company is not in default under any contract, or any other document.
3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.
3.1.20 The execution and delivery of this Agreement, and the subsequent Closingclosing thereof, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws.
3.1.21 All financial and other information which the Company and/or the Seller furnished or will furnish to the PurchasersPurchaser, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is fact, not misleading, misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.
3.1.22 The Company has a Registration Statement on Form S-1 that went effective on January 23, 2013, and there are no proceedings pending to revoke or terminate such registration. Since such date, the Company has filed all periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-sixth twelfth month after the Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Movie Trailer Galaxy, Inc.)
Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the Purchasers:
3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada Delaware and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.
3.1.2 The Company is in good standing with the Secretary of State of NevadaDelaware.
3.1.3 Prior to or at Closing, all of the Company’s 's outstanding debts and obligations shall be paid off (at no expense or liability to the PurchaserPurchasers) and the Seller shall provide evidence of such payoff to the Purchasers’ ' reasonable satisfaction. Should the Purchasers discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall undertakes to indemnify the Purchasers for any and all such liabilities, whether outstanding or contingent at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing Date.
3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent.
3.1.7 The Company does not own awn any real estate or any interests in real estate.
3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.
3.1.9 The Company, to the actual knowledge of the Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 The Seller either is or on the Closing Date will be, the lawful owner of record of the Acquired Shares, and the Seller presently hashave, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers in accordance with the terms of this Agreement. The delivery to the Purchasers of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
3.1.11 There are no authorized shares of the Company other than 75,000,000 500,000,000 common shares and 20,000,000 preferred shares, and there are 4,510,000 no issued and outstanding shares of the CompanyCompany other than 31,390,000 common shares. The Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchasers; and on delivery to the Purchasers of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s 's common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.
3.1.12 All issuances of the Company of the Shares in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable.
3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s 's authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s 's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s 's shareholders.
3.1.14 3.1.13 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.
3.1.15 3.1.14 The Company has no subsidiaries.
3.1.16 3.1.15 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.
3.1.17 3.1.16 The Company has no insurance or employee benefit plans whatsoever.
3.1.18 3.1.17 The Company is not in default under any contract, or any other document.
3.1.19 3.1.18 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.
3.1.20 3.1.19 The execution and delivery of this Agreement, and the subsequent Closingclosing thereof, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (iiit) the Company’s Articles 's Certificate of Incorporation or Bylaws.
3.1.21 3.1.20 All financial and other information Information which the Company and/or the Seller furnished or will furnish to the Purchasers, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is fact, not misleading, misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.
3.1.22 3.1.21 The common stock of the Company has a Registration Statement on Form S-1 that went effective on January 23is registered under Section 12(g) of the Securities Exchange Act of 1934, 2013, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since such datethe date of the common stock's registration under the Exchange Act, the Company has filed all periodic reports with the United States Securities and Exchange Commission pursuant required to be filed by the Securities Exchange Act of 1934, as amendedAct, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013first quarters of 2011, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. , The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-sixth twelfth month after the Closing Date.
Appears in 1 contract
Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the PurchasersPurchaser:
3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.
3.1.2 The Company is in good standing with the Secretary of State of Nevada.
3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchasers’ Purchaser’s reasonable satisfaction. Should the Purchasers Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall indemnify the Purchasers Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing Date.
3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent.
3.1.7 The Company does not own any real estate or any interests in real estate.
3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.
3.1.9 The Company, to the actual knowledge of Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 The Seller is the lawful owner of record of the Acquired Shares, and the Seller presently has, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers Purchaser in accordance with the terms of this Agreement. The delivery to the Purchasers Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
3.1.11 There are no authorized shares of the Company other than 75,000,000 common shares, and there are 4,510,000 5,540,000 issued and outstanding shares of the Company. Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the PurchasersPurchaser; and on delivery to the Purchasers Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.
3.1.12 All issuances of the Company of the Shares in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable.
3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.
3.1.15 The Company has no subsidiaries.
3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.
3.1.17 The Company has no insurance or employee benefit plans whatsoever.
3.1.18 The Company is not in default under any contract, or any other document.
3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.
3.1.20 The execution and delivery of this Agreement, and the subsequent Closing, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws.
3.1.21 All financial and other information which the Company and/or the Seller furnished or will furnish to the PurchasersPurchaser, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is not misleading, and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.
3.1.22 The Company has a Registration Statement on Form S-1 that went effective on January 23May 20, 20132011, and there are no proceedings pending to revoke or terminate such registration. Since such date, the Company has filed all periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, including its Quarterly Report on Form 10-Q for the quarter period ended March May 31, 20132012, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-thirty sixth month after the Closing Date.
Appears in 1 contract
Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the Purchasers:Purchaser(s):
3.1.1 3.1.1. The Company is a corporation duly organized and validly existing under the laws of the State of Nevada Florida and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.
3.1.2 3.1.2. The Company is in good standing with the Secretary of State of NevadaFlorida.
3.1.3 Prior to or at 3.1.3. At Closing, all of the Company’s outstanding debts and obligations shall be paid off in full (at no expense or liability to the PurchaserPurchaser(s)) and the Seller shall provide Settlement and Release Agreements from each creditor as evidence of such payoff to the Purchasers’ Purchaser(s)’s reasonable satisfaction. Should the Purchasers Purchaser(s) discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall undertakes to indemnify the Purchasers Purchaser(s) for any and all such liabilities, whether outstanding or contingent at the time of Closing.
3.1.4 3.1.4. The Company will have no assets or liabilities at the Closing Date.
3.1.5 3.1.5. The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 3.1.6. The Company is will not be, at Closing, a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agentClosing Date.
3.1.7 3.1.7. The Company does not own any real estate or any interests in real estate.
3.1.8 3.1.8. The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely has, prior to the Closing Date, filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of The Company shall be responsible for any such returns are that are, or may in the future be, subject to examination by any such taxing authority and authority. As of the Closing Date, the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject. The Company shall be solely responsible, and indemnify and hold harmless the Purchaser(s), for any taxes owed to, penalties assessed by, and/or tax filings required by any federal, state, local or other governmental agency, arising from any acts or omissions by the Company occurring prior to the Closing Date which may arise subsequent thereto.
3.1.9 3.1.9. The Company, to the actual knowledge of Seller, Company is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 3.1.10. The Seller is either is, or on the Closing Date will be, the lawful owner of record of the Acquired Shares, and the Seller presently has, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers Purchaser(s) in accordance with the terms of this Agreement. The delivery to the Purchasers Purchaser(s) of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers Purchaser(s) good and marketable title thereto, free and clear of all liens, encumbrances, restrictions, other than those restrictions imposed by the Securities and Exchange Commission, and claims of any kind.
3.1.11 3.1.11. There are no authorized shares of the Company other than 75,000,000 16,666,667 common shares and 10,000,000 preferred shares, and there are 4,510,000 no issued and outstanding shares of the CompanyCompany other than 10,000,629 common shares. Seller Seller, at the Closing Date Date, will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the PurchasersPurchaser(s); and on delivery to the Purchasers Purchaser(s) of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.
3.1.12 3.1.12. All issuances of by the Company of the Shares shares of their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable.
3.1.13 3.1.13. There are will be at closing no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders shareholders’ agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
3.1.14 3.1.14. There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.
3.1.15 3.1.15. The Company has no subsidiaries.
3.1.16 3.1.16. The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.
3.1.17 3.1.17. The Company has no insurance or employee benefit plans whatsoever.
3.1.18 3.1.18. The Company is not in default under any contract, or any other document.
3.1.19 3.1.19. The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.
3.1.20 3.1.20. The execution and delivery of this Agreement, and the subsequent Closingclosing thereof, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws.
3.1.21 3.1.21. All financial and other information which the Company and/or the Seller furnished or will furnish to the PurchasersPurchaser(s), including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is fact, not misleading, misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.
3.1.22 3.1.22. The common stock of the Company has a Registration Statement on Form S-1 that went effective on January 23is registered under Section 12(b) of the Securities Exchange Act of 1934, 2013, as amended (the “Exchange Act”) and there are no proceedings pending to revoke or terminate such registration. Since such datethe date of the common stock’s registration under the Exchange Act, the Company has filed all periodic reports with the Securities and Exchange Commission pursuant required to be filed by the Securities Exchange Act of 1934, as amended, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013Act, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-sixth twelfth month after the Closing Date.
Appears in 1 contract
Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the PurchasersPurchaser:
3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada Delaware and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.
3.1.2 The Company is in good standing with the Secretary of State of NevadaDelaware.
3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchasers’ Purchaser’s reasonable satisfaction. Should the Purchasers Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall undertake to indemnify the Purchasers Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing Date.
3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent.
3.1.7 The Company does not own any real estate or any interests in real estate.
3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.
3.1.9 The Company, to the actual knowledge of Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 The Seller is either are or on the Closing Date will be, the lawful owner owners of record of the Acquired Shares, and the Seller presently hashave, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers Purchaser in accordance with the terms of this Agreement. The delivery to the Purchasers Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
3.1.11 There are no authorized shares of the Company other than 75,000,000 200,000,000 common shares and 100,000,000 preferred shares, and there are 4,510,000 no issued and outstanding shares of the CompanyCompany other than 9,380,000 common shares. Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the PurchasersPurchaser; and on delivery to the Purchasers Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.
3.1.12 All issuances of the Company of the Shares shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable.
3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.
3.1.15 The Company has no subsidiaries.
3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.
3.1.17 The Company has no insurance or employee benefit plans whatsoever.
3.1.18 The Company is not in default under any contract, or any other document.
3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.
3.1.20 The execution and delivery of this Agreement, and the subsequent Closingclosing thereof, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws.
3.1.21 All financial and other information which the Company and/or the Seller furnished or will furnish to the PurchasersPurchaser, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is fact, not misleading, misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.
3.1.22 The common stock of the Company has a Registration Statement on Form S-1 that went effective on January 23is registered under Section 12(b) of the Securities Exchange Act of 1934, 2013, as amended (the "Exchange Act") and there are no proceedings pending to revoke or terminate such registration. Since such datethe date of the common stock's registration under the Exchange Act, the Company has filed all periodic reports with the Securities and Exchange Commission pursuant required to be filed by the Securities Exchange Act of 1934, as amended, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013Act, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-sixth twelfth month after the Closing Date.
Appears in 1 contract
Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the Purchasers:
3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada Delaware and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.
3.1.2 The Company is in good standing with the Secretary of State of NevadaDelaware.
3.1.3 Prior to or at Closing, all of the Company’s 's outstanding debts and obligations shall be paid off (at no expense or liability to the PurchaserPurchasers) and the Seller shall provide evidence of such payoff to the Purchasers’ ' reasonable satisfaction. Should the Purchasers discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall undertakes to indemnify the Purchasers for any and all such liabilities, whether outstanding or contingent at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing Date.
3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent.
3.1.7 The Company does not own awn any real estate or any interests in real estate.
3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.
3.1.9 The Company, to the actual knowledge of the Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 The Seller either is or on the Closing Date will be, the lawful owner of record of the Acquired Shares, and the Seller presently hashave, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers in accordance with the terms of this Agreement. The delivery to the Purchasers of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
3.1.11 There are no authorized shares of the Company other than 75,000,000 250,000,000 common shares and 20,000,000 preferred shares, and there are 4,510,000 no issued and outstanding shares of the CompanyCompany other than 31,340,000 common shares. The Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchasers; and on delivery to the Purchasers of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s 's common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.
3.1.12 All issuances of the Company of the Shares shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable.
3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s 's authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s 's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s 's shareholders.
3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.
3.1.15 The Company has no subsidiaries.
3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.
3.1.17 The Company has no insurance or employee benefit plans whatsoever. 3.
3.1.18 The Company is not in default under any contract, or any other document.
3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.
3.1.20 The execution and delivery of this Agreement, and the subsequent Closing, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws.
3.1.21 All financial and other information which the Company and/or the Seller furnished or will furnish to the Purchasers, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is not misleading, and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.
3.1.22 The Company has a Registration Statement on Form S-1 that went effective on January 23, 2013, and there are no proceedings pending to revoke or terminate such registration. Since such date, the Company has filed all periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-sixth month after the Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Greenrock Ventures, Inc.)
Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the Purchasers:
3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, involved in as well as any general business transactions in the future that may be desired by its directors.
3.1.2 The Company is in good standing with the Secretary of State of Nevada.
3.1.3 Prior to The Company has, or will have at Closing, all of the Company’s no outstanding debts and debt or obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchasers’ reasonable satisfactionwhatsoever. Should the Purchasers Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall undertakes to indemnify the Purchasers Purchaser for a period of one hundred and twenty (120) days and for a maximum of forty five thousand dollars ($45,000.00), for any and all such liabilities, whether outstanding or contingent or otherwise at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing Date.
3.1.5 The To the best knowledge of Seller after due inquiry, the Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 The To the best knowledge of Seller after due inquiry, the Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations in the future after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent.
3.1.7 The To the best knowledge of Seller after due inquiry, the Company does not own any real estate or any interests in real estate.
3.1.8 The To the best knowledge of Seller after due inquiry, the Company is not liable for any taxes, including income, real or personal property taxes, taxes to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.
3.1.9 The Company, to To the actual best knowledge of SellerSeller after due inquiry, the Company is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 The Seller Seller, either directly or by representation, is the lawful owner owners of record of the Acquired SharesStock, and the Seller presently has, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares Stock to the Purchasers Purchaser in accordance with the terms of this Agreement. The delivery to the Purchasers Purchaser of certificates evidencing the transfer of the Acquired Shares Stock pursuant to the provisions of this Agreement will transfer to the Purchasers Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
3.1.11 There are no authorized shares of the Company other than 75,000,000 the amount disclosed as being seventy five million (75,000,000) common shares, and there are 4,510,000 no issued and outstanding shares of the CompanyCompany other than the amount disclosed as being six million three hundred and forty thousand (6,340,000) common shares. Seller at the Closing Date will have full and valid title to the Acquired SharesStock, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares Stock to the PurchasersPurchaser; and on delivery to the Purchasers Purchaser of the Acquired Shares Stock being sold hereby, all of such Shares shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.
3.1.12 All To the best knowledge of Seller after due inquiry, all issuances of the Company of the Shares shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of in the common stock are fully paid and non-assessable.
3.1.13 There To the best knowledge of Seller after due inquiry, there are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
3.1.14 There To the best knowledge of Seller after due inquiry, there are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.
3.1.15 The To the best knowledge of Seller after due inquiry, the Company has no subsidiaries.
3.1.16 The To the best knowledge of Seller after due inquiry, the Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no , employees or other such parties.
3.1.17 The To the best knowledge of Seller after due inquiry, the Company has no insurance or employee benefit plans whatsoever.
3.1.18 The To the best knowledge of Seller after due inquiry, the Company is not in default under any contract, or any other document.
3.1.19 The To the best knowledge of Seller after due inquiry, the Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.
3.1.20 The execution and delivery of this Agreement, and the subsequent Closingclosing thereof, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylawsparty.
3.1.21 All financial and other information which the Company and/or the Seller furnished or will furnish to the PurchasersPurchaser, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is fact, not misleading, misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.
3.1.22 The Company has a Registration Statement on Form S-1 that went effective on January 23, 2013, and there are no proceedings pending to revoke or terminate such registration. Since such date, the Company Seller has filed all periodic reports with the Securities and Exchange Commission pursuant to SEC the Securities Exchange Act of 1934, as amended, including its Company’s Quarterly Report on Form 10-Q for the quarter period ended March August 31, 20132009 and the Purchaser agrees to cover the expenses occurred in connection with this filing, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013not to exceed five thousand dollars ($5,000.00). The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-sixth twelfth month after the Closing Date.
Appears in 1 contract
Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the PurchasersPurchaser:
3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.
3.1.2 The Company is in good standing with the Secretary of State of Nevada.
3.1.3 Prior Except as disclosed on Schedule 3.1.3, prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchasers’ Purchaser’s reasonable satisfaction. Should the Purchasers Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall indemnify the Purchasers Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing Date.
3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 The 3.1.5 Except as disclosed on Schedule 3.1.5, the Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing.
3.1.6 Except as disclosed on Schedule 3.1.6, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent.
3.1.7 The Company does not own any real estate or any interests in real estate.
3.1.8 3.1.7 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.
3.1.9 3.1.8 The Company, to the actual knowledge of Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 3.1.9 The Seller is the lawful owner of record of the Acquired Shares, and the Seller presently has, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers Purchaser in accordance with the terms of this Agreement. The delivery to the Purchasers Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
3.1.11 3.1.10 There are no authorized shares of the Company other than 75,000,000 100,000,000 common shares, and there are 4,510,000 69,720,000 issued and outstanding shares of the Company. Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the PurchasersPurchaser; and on delivery to the Purchasers Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.
3.1.12 3.1.11 All issuances of the Company of the Shares in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable.
3.1.13 3.1.12 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
3.1.14 3.1.13 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.
3.1.15 3.1.14 The Company has no subsidiaries.
3.1.16 The 3.1.15 Except as disclosed on Schedule 3.1.15, the Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.
3.1.17 3.1.16 The Company has no insurance or employee benefit plans whatsoever.
3.1.18 3.1.17 The Company is not in default under any contract, or any other document.
3.1.19 3.1.18 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.
3.1.20 3.1.19 The execution and delivery of this Agreement, and the subsequent Closing, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws.
3.1.21 3.1.20 All financial and other information which the Company and/or the Seller furnished or will furnish to the PurchasersPurchaser, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is not misleading, and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.
3.1.22 3.1.21 The Company has a Registration Statement on Form S-1 that went effective on January 23, 2013, and there are no proceedings pending to revoke or terminate such registration. Since such date, the Company has filed all periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, including its Quarterly Report on Form 10-Q for the quarter period ended March December 31, 2013, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-thirty sixth month after the Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Patriot Berry Farms, Inc.)
Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the PurchasersPurchaser:
3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.
3.1.2 The Company is in good standing with the Secretary of State of Nevada.
3.1.3 Prior to or at Closing, all of the Company’s 's outstanding debts and obligations shall be paid off (at no expense or liability to the PurchaserPurchaser except for $700.00 to the transfer agent) and the Seller shall provide evidence of such payoff to the Purchasers’ Purchaser' reasonable satisfaction. Should the Purchasers Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall undertakes to indemnify the Purchasers Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing Date.
3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent.
3.1.7 The Company does not own any real estate or any interests in real estate.
3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.
3.1.9 The Company, to the actual knowledge of the Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 The Seller either is or on the Closing Date will be, the lawful owner of record of the Acquired Shares, and the Seller presently hashave, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers Purchaser in accordance with the terms of this Agreement. The delivery to the Purchasers Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
3.1.11 There are no authorized shares of the Company other than 75,000,000 65,000,000 common shares and 10,000,000 preferred shares, and there are 4,510,000 no issued and outstanding shares of the Company. Company other than Seller 18,000,000 common shares and 442,000 additional common shares as identified below: Xxxxx Xxxxxxx 10,000 0.0005 Xxxxxxxxx Xxxxx 5,000 0.0002 Xxxxxxx Xxxxxxx 5,000 0.0002 Xxxx Xxxxx 10,000 0.0005 Xxxxxxxxx Xxxxxxxx 10,000 0.0005 Xxxxx Xxxxxxxx 10,000 0.0005 Xxxx X. Xxxxxxxx 5,000 0.0002 Xxxx Xxxxxx 5,000 0.0002 Xxxx Xxxxxxx 20,000 0.0011 Xxxxxxx Xxxxxx 5,000 0.0002 M. Xxxxxx Xxxxxxx 10,000 0.0005 Xxxx Penseley 20,000 0.0011 Xxxxxx Xxxxxxxx 1,000 0.0001 Ashley Ruentinek 1,000 0.0001 Xxxxxx Xxxxxxxxx 1,000 0.0001 Xxxxx Xxxx 1,000 0.0001 Xxxxxxxx Xxxxxxxxxxx 3,000 0.0002 Xxxxx Xxxxxxxxxxx 1,000 0.0001 Xxxxxxx Xxxxxx 1,000 0.0001 Xxxx Xxxxx 1,000 0.0001 Xxxxx X’Xxxxxxxxxxx 1,000 0.0001 Xxxxx Xxxxxxx-Xxxxxxx 1,000 0.0001 Xxxxxx Xxxxxxxxx 2,000 0.0001 Xxxxxxx Xxxxxx 1,000 0.0001 Xxxxxx Xxxxxx 1,000 0.0001 Xxxx Xxxxxxxxx 1,000 0.0001 Xxx Imperial 4,000 0.0002 Xxxx Xxxx 1,000 0.0001 Xxxxxxx Xxxxxx 1,000 0.0001 Xxxxxxx Xxxxxx 1,000 0.0001 Xxxxx Xxxxxx 1,000 0.0001 Xxxxxxx Xxxxx 1,000 0.0001 Xxxxx Xxxxxx 1,000 0.0001 Xxxxx Xxxxxxx 150,000 0.0080 Xxxxxxx Xxxxxxxxx 150,000 0.0080 The Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the PurchasersPurchaser; and on delivery to the Purchasers Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s 's common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.
3.1.12 All issuances of the Company of the Shares shares in their common stock in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable.
3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s 's authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s 's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s 's shareholders.
3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.
3.1.15 The Company has no subsidiaries.
3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.
3.1.17 The Company has no insurance or employee benefit plans whatsoever.
3.1.18 The Company is not in default under any contract, or any other document.
3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.
3.1.20 The execution and delivery of this Agreement, and the subsequent Closingclosing thereof, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (iiit) the Company’s Articles 's Certificate of Incorporation or Bylaws.
3.1.21 All financial and other information Information which the Company and/or the Seller furnished or will furnish to the PurchasersPurchaser, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is fact, not misleading, misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.
3.1.22 The Company has a Registration Statement on Form S-1 that went effective on January 23, 2013, and there are no proceedings pending to revoke or terminate such registration. Since such date, common stock of the Company has filed all periodic reports with the Securities and Exchange Commission pursuant to is pre-effectively registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, including its Quarterly Report on Form 10-Q for amended (the quarter ended March 31, 2013, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013"Exchange Act"). The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. , The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-sixth twelfth month after the Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Wilshire Inter-Group Inc.)
Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the Purchasers:
3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.
3.1.2 The Company is in good standing with the Secretary of State of Nevada.
3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the PurchaserPurchasers) and the Seller shall provide evidence of such payoff to the Purchasers’ reasonable satisfaction. Should the Purchasers discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall indemnify the Purchasers for any and all such liabilities, whether outstanding or contingent at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing Date.
3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent.
3.1.7 The Company does not own any real estate or any interests in real estate.
3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.
3.1.9 The Company, to the actual knowledge of Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 The Seller is the lawful owner of record of the Acquired Shares, and the Seller presently has, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers in accordance with the terms of this Agreement. The delivery to the Purchasers of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
3.1.11 There are no authorized shares of the Company other than 75,000,000 common shares, and there are 4,510,000 3,005,000 issued and outstanding shares of the Company. Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchasers; and on delivery to the Purchasers of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.
3.1.12 All issuances of the Company of the Shares in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable.
3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.
3.1.15 The Company has no subsidiaries.
3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.
3.1.17 The Company has no insurance or employee benefit plans whatsoever.
3.1.18 The Company is not in default under any contract, or any other document.
3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.
3.1.20 The execution and delivery of this Agreement, and the subsequent Closing, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws.
3.1.21 All financial and other information which the Company and/or the Seller furnished or will furnish to the Purchasers, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is not misleading, and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.
3.1.22 The Company has a Registration Statement on Form S-1 that went effective on January 23November 10, 20132011, and there are no proceedings pending to revoke or terminate such registration. Since such date, the Company has filed all periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, including its Quarterly Annual Report on Form 10-Q K for the quarter fiscal year ended March May 31, 20132012, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-sixth month after the Closing Date.
Appears in 1 contract
Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the PurchasersPurchaser:
3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.
3.1.2 The Company is in good standing with the Secretary of State of Nevada.
3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchasers’ Purchaser’s reasonable satisfaction. Should the Purchasers Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall undertakes to indemnify the Purchasers Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing Date.
3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent.
3.1.7 The Company does not own any real estate or any interests in real estate.
3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.
3.1.9 The Company, to the actual knowledge of Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 The Seller is either are or on the Closing Date will be, the lawful owner owners of record of the Acquired Shares, and the Seller presently hashave, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers Purchaser in accordance with the terms of this Agreement. The delivery to the Purchasers Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
3.1.11 There are no authorized shares of the Company other than 75,000,000 common shares500,000,000 Shares and 10,000,000 shares of preferred stock, and par value $0.001 per share (the “Preferred Shares”). As of the date of this Agreement, there are 4,510,000 issued 3,759,400 outstanding Shares and no outstanding shares of the CompanyPreferred Shares. Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the PurchasersPurchaser; and on delivery to the Purchasers Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.
3.1.12 All issuances of the Company of the Shares in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable.
3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.
3.1.15 The Company has no subsidiaries.
3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.
3.1.17 The Company has no insurance or employee benefit plans whatsoever.
3.1.18 The Company is not in default under any contract, or any other document.
3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.
3.1.20 The execution and delivery of this Agreement, and the subsequent Closingclosing thereof, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws.
3.1.21 All financial and other information which the Company and/or the Seller furnished or will furnish to the PurchasersPurchaser, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is fact, not misleading, misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.
3.1.22 The Company has a Registration Statement on Form S-1 that went effective on January 23, 2013, and there are no proceedings pending to revoke or terminate such registration. Since such date, the Company has filed all periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-sixth twelfth month after the Closing Date.
Appears in 1 contract
Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the PurchasersPurchaser:
3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.
3.1.2 The Company is in good standing with the Secretary of State of Nevada.
3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchasers’ Purchaser’s reasonable satisfaction. Should the Purchasers Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall indemnify the Purchasers Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing.
3.1.4 The Company will have no assets or liabilities at the Closing Date.
3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.
3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing. Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent.
3.1.7 The Company does not own any real estate or any interests in real estate.
3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.
3.1.9 The Company, to the actual knowledge of Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.
3.1.10 The Seller is the lawful owner of record of the Acquired Shares, and the Seller presently has, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers Purchaser in accordance with the terms of this Agreement. The delivery to the Purchasers Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
3.1.11 There are no authorized shares of the Company other than 75,000,000 common shares, and there are 4,510,000 2,100,000 issued and outstanding shares of the Company. Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the PurchasersPurchaser; and on delivery to the Purchasers Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.
3.1.12 All issuances of the Company of the Shares in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable.
3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.
3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.
3.1.15 The Company has no subsidiaries.
3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.
3.1.17 The Company has no insurance or employee benefit plans whatsoever.
3.1.18 The Company is not in default under any contract, or any other document.
3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.
3.1.20 The execution and delivery of this Agreement, and the subsequent Closing, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws.
3.1.21 All financial and other information which the Company and/or the Seller furnished or will furnish to the PurchasersPurchaser, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is not misleading, and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.
3.1.22 The Company has a Registration Statement on Form S-1 that went effective on January 23May 19, 20132011, and there are no proceedings pending to revoke or terminate such registration. Since such date, the Company has filed all periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, including its Quarterly Report on Form 10-Q for the quarter period ended March July 31, 20132012, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date. The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-thirty sixth month after the Closing Date.
Appears in 1 contract
