Common use of REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. 4.1 Organization of Certain Sellers STG_331658.1 4.2 Authorization of Transaction 4.3 Noncontravention 4.4 No Brokers 4.5 No Other Agreements to Sell the Dourave Shares 4.6 Investment. 4.7 Legal and Tax Advice 4.8 Dourave Shares ARTICLE V. REPRESENTATIONS AND WARRANTIES REGARDING DOURAVE 5.1 Due Organization 5.2 Books and Records 5.3 Capitalization of Dourave 5.4 Subsidiaries 5.5 Authorization 5.6 Non-Contravention 5.7 Consents and Approvals 5.8 Financial Statements. 5.9 No Undisclosed Liabilities 5.10 No Changes 5.11 Leases, Premises 5.12 Leases, Premises 5.13 Contracts and Commitments 5.14 Litigation, Proceedings and Applicable Law 5.15 Compliance with Law; Permits. 5.16 Insurance 5.17 Employee Benefit Plans 5.18 Labor Matters 5.19 Tax Matters. 5.20 Environmental Matters. 5.21 No Brokers 5.22 Powers of Attorney; Bank Accounts 5.23 Transactions with Related Parties 5.24 Disclosure 5.25 Accuracy of Information ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF BUYER 6.1 Due Organization 6.2 Authorization 6.3 Non-Contravention 6.4 Consents and Approvals 6.5 Investment Company 6.6 SEC Documents. 6.7 No Brokers 6.8 Buyer Shares 6.9 Disclosure 6.10 Accuracy of Information STG_331658.1

Appears in 1 contract

Samples: Stock Purchase Agreement (Bullion Monarch Mining, Inc. (NEW))

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REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. 4.1 Organization of Certain Sellers STG_331658.1 4.2 46 5.1 Authorization of Transaction 4.3 Noncontravention 4.4 46 5.2 No Brokers 4.5 Breach 46 5.3 No Violation 46 5.4 Governmental Entities and Consents 46 5.5 Litigation 46 5.6 Investor Representations 46 5.7 Brokerage 47 5.8 No Other Agreements to Sell the Dourave Shares 4.6 Investment. 4.7 Legal Representations and Tax Advice 4.8 Dourave Shares ARTICLE V. REPRESENTATIONS AND WARRANTIES REGARDING DOURAVE 5.1 Due Organization 5.2 Books and Records 5.3 Capitalization of Dourave 5.4 Subsidiaries 5.5 Authorization 5.6 Non-Contravention 5.7 Consents and Approvals 5.8 Financial Statements. 5.9 No Undisclosed Liabilities 5.10 No Changes 5.11 Leases, Premises 5.12 Leases, Premises 5.13 Contracts and Commitments 5.14 Litigation, Proceedings and Applicable Law 5.15 Compliance with Law; Permits. 5.16 Insurance 5.17 Employee Benefit Plans 5.18 Labor Matters 5.19 Tax Matters. 5.20 Environmental Matters. 5.21 No Brokers 5.22 Powers of Attorney; Bank Accounts 5.23 Transactions with Related Parties 5.24 Disclosure 5.25 Accuracy of Information ARTICLE VI. Warranties 47 Article 6 REPRESENTATIONS AND WARRANTIES OF BUYER 47 6.1 Due Organization and Power 47 6.2 Authorization 47 6.3 NonNo Violation 47 6.4 Governmental Entities and Consents 47 6.5 Litigation 48 6.6 Brokerage 48 6.7 Investor Representations 48 6.8 Solvency 48 Article 7 INDEMNIFICATION 48 7.1 Survival of Representations 48 7.2 Indemnification 49 7.3 General Release of Claims by the Sellers 53 Article 8 ADDITIONAL COVENANTS AND AGREEMENTS 54 8.1 Restrictive Covenants 54 8.2 Press Release and Announcements 56 8.3 Expenses 56 8.4 Specific Performance 56 8.5 Further Transfers 56 8.6 Transfer Taxes; Recording Charges 56 8.7 Tax Matters 57 8.8 Employees and Related Matters 60 8.9 Customer Receivables 61 Article 9 MISCELLANEOUS 62 9.1 Amendment and Waiver 62 9.2 Notices 62 9.3 Assignment 63 9.4 Severability 63 9.5 No Strict Construction; Interpretation 63 9.6 Data Rxxx 00 9.7 Captions 64 9.8 No Third Party Beneficiaries 64 9.9 Complete Agreement 64 9.10 Counterparts 64 9.11 Governing Law; Venue 64 9.12 Incorporation of Appendices, Exhibits and Schedules 65 9.13 Conflict Waiver; Attorney-Contravention 6.4 Consents Client Privilege 65 EXHIBITS: EXHIBIT A: Employment Agreements EXHIBIT B: Products and Approvals 6.5 Investment Company 6.6 SEC DocumentsServices EXHIBIT C: Illustrative Calculation of First Earnout Amount and Second Earnout Amount. 6.7 No Brokers 6.8 Buyer Shares 6.9 Disclosure 6.10 Accuracy EXHIBIT D: Net Working Capital Adjustments and Illustrative Calculation EXHIBIT E: Customer Information THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is entered into as of Information STG_331658.1August 16, 2021, by and among Streamline Health Solutions, Inc., a Delaware corporation (“Buyer”), Avelead Consulting, LLC, a Georgia limited liability company (the “Company”), Jxxxx Xxxxxx, an individual and resident of the State of Georgia (“J. Xxxxxx”), and Bxxxx Xxxxxx, an individual and resident of the State of Georgia (“B. Xxxxxx”, and together with J. Xxxxxx, the “Sellers”, and each a “Seller”). Buyer, the Company, and the Sellers are sometimes individually referred to as a “Party,” and collectively, as the “Parties.” Capitalized terms used in this Agreement have the meanings assigned to such terms in Article 1 (Definitions) and elsewhere throughout this Agreement.

Appears in 1 contract

Samples: Unit Purchase Agreement (Streamline Health Solutions Inc.)

REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. 4.1 AND THE VISTA BLOCKERS 45 6.1 Due Organization of Certain Sellers STG_331658.1 4.2 and Good Standing 45 6.2 Authorization of Transaction 4.3 Noncontravention 4.4 No Brokers 4.5 No Other Agreements to Sell the Dourave Transactions 45 6.3 Absence of Conflicts 45 6.4 Litigation 45 6.5 Brokerage 45 6.6 Ownership 45 6.7 Vista Blockers 45 6.8 Investment Representation 45 6.9 Restricted Securities 45 6.10 Resale of Shares 4.6 Investment. 4.7 Legal and Tax Advice 4.8 Dourave Shares 45 6.11 Disclaimer 45 ARTICLE V. REPRESENTATIONS AND WARRANTIES REGARDING DOURAVE 5.1 Due Organization 5.2 Books and Records 5.3 Capitalization of Dourave 5.4 Subsidiaries 5.5 Authorization 5.6 Non-Contravention 5.7 Consents and Approvals 5.8 Financial Statements. 5.9 No Undisclosed Liabilities 5.10 No Changes 5.11 Leases, Premises 5.12 Leases, Premises 5.13 Contracts and Commitments 5.14 Litigation, Proceedings and Applicable Law 5.15 Compliance with Law; Permits. 5.16 Insurance 5.17 Employee Benefit Plans 5.18 Labor Matters 5.19 Tax Matters. 5.20 Environmental Matters. 5.21 No Brokers 5.22 Powers of Attorney; Bank Accounts 5.23 Transactions with Related Parties 5.24 Disclosure 5.25 Accuracy of Information ARTICLE VI. 7 REPRESENTATIONS AND WARRANTIES OF BUYER 6.1 PURCHASER AND MERGER SUB 49 7.1 Organization and Power 49 7.2 Authorization 49 7.3 Absence of Conflicts 49 7.4 Litigation; Proceedings 49 7.5 Brokerage 49 7.6 Availability of Funds 49 7.7 Due Organization 6.2 Authorization 6.3 Diligence Review 49 7.8 Restricted Securities 49 7.9 Capitalization of Purchaser and Merger Sub 49 7.10 Purchaser Shares 49 7.11 Purchaser SEC and NYSE Compliance 49 7.12 No Purchaser Material Adverse Effect 49 7.13 No Shareholder Approval 49 7.14 Registration Statement 49 7.15 Subsidiaries 49 7.16 Financial Statements 49 7.17 No Undisclosed Liabilities 49 7.18 Purchaser Material Contracts 49 7.19 Governmental Licenses and Permits 49 7.20 Compliance with Laws; Trade Control Laws 49 7.21 Affiliate Transactions 49 7.22 Taxes 49 7.23 No Reliance 49 7.24 Disclaimer 49 ARTICLE 8 TERMINATION 56 8.1 Termination 56 8.2 Effect of Termination 56 ARTICLE 9 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING 57 9.1 Non-Contravention 6.4 Consents Survival of Representations, Warranties, Covenants and Approvals 6.5 Investment Agreements 57 9.2 Mutual Assistance 57 9.3 Press Release and Announcements; Confidentiality 57 9.4 Expenses 57 9.5 Further Assurances 57 9.6 Transfer Taxes; Recording Charges 57 9.7 Directors and Officers Indemnification and Insurance 57 9.8 Tax Matters 57 9.9 Disputes; Arbitration Procedure 57 9.10 Sellers' Representative 57 9.11 Disclosure Schedules 57 9.12 Non-Solicit 57 9.13 Seller Guaranties 57 9.14 NYSE Listing 57 9.15 Registration of Purchaser Common Stock 57 9.16 Certificate Legend Removal 57 9.17 Lockup 57 9.18 Company Unitholder Approval 57 9.19 Change of Method 57 ARTICLE 10 MISCELLANEOUS 70 10.1 Amendment and Waiver 70 10.2 Notices 70 10.3 Assignment 70 10.4 Severability 70 10.5 No Strict Construction 70 10.6 Captions 70 10.7 No Third-Party Beneficiaries 70 10.8 Complete Agreement 70 10.9 Counterparts 70 10.10 Governing Law and Jurisdiction 70 10.11 Waiver of Jury Trial 70 10.12 Specific Performance 70 10.13 Attorney-Client Privilege and Conflict Waiver 70 LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit A Reorganization Deck Exhibit B Form of Contribution Agreement Exhibit C Distribution Waterfall Exhibit D Form of Stockholders Agreement Exhibit E Form of LLC FIRPTA Exhibit F Form of Non-USRPHC Certificate Exhibit G Form of Letter of Transmittal Schedules Referenced in: Distribution Waterfall Schedule Section 1.1 Governmental Licenses Schedule Sections 1.1 and 5.12 Permitted Liens Schedule Section 1.1 Equity Interests Schedule Sections 2.1, 5.3(a) and 6.6 SEC DocumentsRepaid Indebtedness Schedule Section 2.4 Key Employees Schedule Sections 4.1(b) and 4.6 Negative Covenants Schedule Section 4.2 Entity Organization Schedule Section 5.1 Subsidiaries Schedule Section 5.3(b) Material Restrictions Schedule Section 5.4 Contracts Schedule Sections 4.2(a)(ix), 5.10(a), 5.10(b), and 5.19 Financial Statements Schedule Section 5.5 Developments Schedule Section 5.7 Leased Real Property Schedule Sections 5.8(b) Proprietary Rights Schedule Sections 5.11(a), 5.11(c) and 5.11(f) Litigation Schedule Section 5.13 Compliance Schedule Section 5.14(a) Trade Control Laws Schedule Section 5.14(b) Employees Schedule Section 5.15 Employee Benefits Schedule Sections 5.16(a) and 5.16(c) Taxes Schedule Sections 5.17 and 5.17(n) Brokerage Schedule Section 5.18 Affiliate Transactions Schedule Section 5.19 Insurance Schedule Section 5.20 Environmental Matters Schedule Section 5.21 Vista Blockers Capitalization Schedule Section 6.7 Purchaser and Merger Sub Material Restrictions Schedule Section 7.3 Purchaser Litigation Schedule Section 7.4 Purchaser and Merger Sub Brokerage Schedule Section 7.5 Purchaser Subsidiaries Schedule Section 7.15 Purchaser Financial Statements Schedule Section 7.16 Purchaser Compliance Schedule Section 7.20(a) Purchaser Trade Control Laws Schedule Section 7.20(b) STOCK PURCHASE AND MERGER AGREEMENT This STOCK PURCHASE AND MERGER AGREEMENT (this “Agreement”) is made and entered into as of August 2, 2017, by and among Athlaction Topco, LLC a Delaware limited liability company (the “Company”), Global Payments Inc., a Georgia corporation (“Purchaser”), Athens Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Purchaser (“Merger Sub”), each of the Vista Blocker Sellers, Vista Equity Partners Management, LLC, solely in its capacity as the representative of the Sellers appointed pursuant to Section 9.10 (the “Sellers’ Representative”), and, solely for purposes of Section 2.3(b)(ii)(A), Section 2.3(b)(iv), Section 2.3(b)(vii), Section 2.3(b)(viii), Section 2.6(d)(i), Article 6 (other than Section 6.7), Section 9.3, Section 9.12 and Section 9.17, the Vista AIVs and the Vista GPs. 6.7 No Brokers 6.8 Buyer Shares 6.9 Disclosure 6.10 Accuracy of Information STG_331658.1Capitalized terms used in this Agreement without definition shall have the respective meanings given to such terms in Article 1 hereof.

Appears in 1 contract

Samples: Stock Purchase and Merger Agreement (Global Payments Inc)

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REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS. 4.1 Organization of Certain Sellers STG_331658.1 STG_319977.13 4.2 Authorization of Transaction 4.3 Noncontravention 4.4 No Brokers 4.5 No Other Agreements to Sell the Dourave Shares 4.6 Investment. 4.7 Legal and Tax Advice 4.8 Dourave Shares ARTICLE V. REPRESENTATIONS AND WARRANTIES REGARDING DOURAVE 5.1 Due Organization 5.2 Books and Records 5.3 Capitalization of Dourave 5.4 Subsidiaries 5.5 Authorization 5.6 Non-Contravention 5.7 Consents and Approvals 5.8 5.6 Financial Statements. 5.9 5.7 No Undisclosed Liabilities 5.10 5.8 No Changes 5.11 5.9 Leases, Premises 5.12 5.10 Leases, Premises 5.13 5.11 Contracts and Commitments 5.14 5.12 Litigation, Proceedings and Applicable Law 5.15 5.13 Compliance with Law; Permits. 5.16 5.14 Insurance 5.17 5.15 Employee Benefit Plans 5.18 5.16 Labor Matters 5.19 5.17 Tax Matters. 5.20 5.18 Environmental Matters. 5.21 5.19 No Brokers 5.22 5.20 Powers of Attorney; Bank Accounts 5.23 5.21 Transactions with Related Parties 5.24 5.22 Disclosure 5.25 5.23 Accuracy of Information ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF BUYER 6.1 Due Organization 6.2 Authorization 6.3 Non-Contravention 6.4 Consents and Approvals 6.5 Investment Company 6.6 SEC Documents. 6.7 No Brokers 6.8 Buyer Shares 6.9 Disclosure 6.10 Accuracy of Information STG_331658.1ARTICLE VII. CONDITIONS TO CLOSING 7.1 Conditions to Sellers’ Obligation to Close STG_319977.13 7.2 Conditions to Buyer’s Obligations to Close ARTICLE VIII. POST-CLOSING COVENANTS 8.1 Litigation Support 8.2 Tax Matters. 8.3 Confidential Information 8.4 Public Statements and Press Releases ARTICLE IX. SURVIVAL; INDEMNIFICATION 9.1 Survival of Representations, Etc 9.2 Indemnification by the Sellers 9.3 Limitations on Indemnification by the Sellers 9.4 Indemnification by Buyer 9.5 Limitation on Indemnification by Buyer 9.6 Notice; Defense of Claims 9.7 Payment of Damages ARTICLE X. MISCELLANEOUS 10.1 Further Assurances 10.2 Assignment 10.3 Notices 10.4 Entire Agreement; Amendments and Waivers 10.5 Service of Process; Consent to Jurisdiction 10.6 Multiple Counterparts 10.7 Exhibits and Schedules 10.8 Governing Law 10.9 Construction 10.10 Expenses 10.11 Invalidity 10.12 Cumulative Remedies 10.13 Specific Performance STG_319977.13 This Stock Purchase Agreement (this “Agreement”) is entered into as of February 7, 2011 by and among Bullion Monarch Mining, Inc., a Utah corporation (“Buyer”), and the shareholders of Dourave Mining and Exploration Inc., a corporation organized and existing under the laws of Canada (“Dourave”) identified on the signature page hereto (collectively, the “Sellers”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Bullion Monarch Mining, Inc. (NEW))

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