Representations of Purchaser. In order to induce SELLER to enter into this Agreement, PURCHASER hereby represents and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that (a) PURCHASER is a duly formed and validly existing limited liability company duly qualified to do business in the State of Delaware and has full power and authority to consummate the transactions contemplated hereby; (b) this Agreement has been duly authorized by all necessary action on the part of PURCHASER and has been duly executed and delivered by PURCHASER and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Agreement constitutes a legal, valid and binding obligation of PURCHASER enforceable against PURCHASER in accordance with the terms thereof except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remedies.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Representations of Purchaser. In order Purchaser represents and warrants to induce SELLER the Seller as follows:
6.1. That Purchaser has been duly organized pursuant to enter into this Agreement, PURCHASER hereby represents and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that (a) PURCHASER is a duly formed and validly existing limited liability company duly qualified to do business in the laws of the State of Delaware and that its Certificate of Incorporation has full power not been revoked or canceled nor has the Corporation been dissolved;
6.2. That there are no lawsuits pending against Purchaser or its Officers or Directors, nor are there any such lawsuits threatened or anticipated, nor are there any judgments, warrants, or levies outstanding against Purchaser, or its property, nor are there any tax examinations or proceedings pending relating to taxes or other assessments against Purchaser, nor has Purchaser at any time taken any insolvency or bankruptcy actions;
6.3. Purchaser is duly qualified and authority entitled to consummate own or lease its respective properties and to carry on its business all as and in the transactions contemplated hereby; (b) places where such properties are now owned or such businesses are conducted;
6.4. Purchaser is not party to any pending or threatened litigation which might adversely affect the financial condition, business operations, or properties of Purchaser, nor to the knowledge of Purchaser is there any threatened or pending governmental or regulatory investigation, inquiry, or proceeding involving Purchaser;
6.5. No representation by Purchaser or by its Officers made in this Agreement has been and no statement made in any certificate furnished in connection with this transaction contains or will contain any knowingly untrue statement of a material fact or omits or will omit to state any material fact necessary to make such statement, representation or warranty not misleading to a prospective purchaser of the stock of Purchaser who is seeking full information as to Purchaser and its business affairs.
6.6. Purchaser at the time of the Closing will have an authorized capitalization consisting of 25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000 shares of Common and no shares of Preferred will be duly authorized by all necessary action on issued and outstanding at the part time of PURCHASER and has been duly executed and delivered by PURCHASER and neither the execution and delivery hereofClosing; it does not have authorized, nor compliance with the terms and provisions hereof (1) requires the approval and consent issued, or outstanding any other shares of stock of any Governmental Agency class or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation subscription or other requirement applicable to or binding on PURCHASER (except, and rights to the extent, that any issuance or receipt of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach shares of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereofits capital stock; and (c) this Agreement constitutes a legalall voting rights are vested exclusively in such capital stock.
6.7. Purchaser agrees that it will, valid at its sole cost and binding obligation expense, register for public sale the Common Stock issued to Purchaser by Seller in an appropriate Registration Statement filed pursuant the Securities Act of PURCHASER enforceable against PURCHASER 1933, as amended, in accordance with order to facilitate the terms thereof except distribution of said Shares to the Shareholders of Seller as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remediesset forth in Paragraph 5.3 above.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Suncoast Nutriceuticals, Inc.), Purchase and Sale Agreement (Suncoast Nutriceuticals, Inc.), Purchase and Sale Agreement (Suncoast Nutriceuticals, Inc.)
Representations of Purchaser. In order to induce SELLER to enter into this Agreement, PURCHASER Purchaser hereby represents and warrants, with full knowledge that SELLER shall rely on such representations warrants to Sellers as of the date hereof and warranties, that as of the Closing Date that:
(a) PURCHASER Purchaser's Manager is a corporation duly formed, validly existing and in good standing under the laws of the State of California. Purchaser is a limited liability company, duly formed and validly existing limited liability company duly qualified to do business and in good standing under the laws of the State of Delaware and California, having its registered office at its address set forth above. Purchaser's Manager has full the power and authority to execute and deliver on behalf of Purchaser the Transaction Documents to which the Purchaser is a party and to perform the terms hereof and thereof and to consummate the transactions contemplated hereby; hereby and thereby.
(b) this Agreement Each of the Transaction Documents to which Purchaser is a party has been duly authorized by all necessary limited liability company and corporate action on the part of PURCHASER Purchaser and Purchaser's Manager, respectively, and each has been been, or upon their execution and delivery will be, duly executed and delivered by PURCHASER Purchaser, and neither the execution and delivery hereofof any Transaction Document nor the consummation of the transactions contemplated herein or therein, nor compliance by Purchaser with any of the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity thereof, will contravene or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results result in any breach of orof, except as contemplated by this Agreementor constitute any default under, results in the creation of any lien or encumbrance upon any property of PURCHASER under any an indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinancescharter or similar document, resolutions or, on the date of this Agreement, any by-laws or other agreement or instrument to which PURCHASER Purchaser is a party, specifically including party or by which Purchaser or its properties may be bound or affected or by any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and applicable law.
(c) this Agreement constitutes Each of the Transaction Documents to which Purchaser is a party will upon their execution by Purchaser constitute, the legal, valid and binding obligation obligations of PURCHASER Purchaser, enforceable against PURCHASER Purchaser in accordance with the terms thereof their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums insolvency or similar laws affecting the enforcement of from time to time in effect which affect creditors’ rights generally generally.
(d) None of the execution, delivery or performance by Purchaser of the Transaction Documents or any other document or instrument required to be executed and delivered by legal Seller in connection herewith or therewith, nor the consummation by Purchaser of any of the transactions contemplated hereby or thereby, requires (i) the consent, approval or authorization of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any governmental authority, or (ii) the approval or consent of any trustee, holders of any indebtedness of Purchaser, or any other person, except such as have been obtained or effected on or prior to the effective date hereof or, if so permitted, the Closing Date, and equitable limitations which shall remain in full force and effect on the enforceability Closing Date, and copies of specific remediessame shall have been delivered to Purchaser prior to the Closing Date.
Appears in 2 contracts
Samples: Rail Car Purchase and Sale Agreement (PLM Equipment Growth Fund Ii), Rail Car Purchase and Sale Agreement (PLM Equipment Growth Fund Iv)
Representations of Purchaser. In order to induce SELLER to enter into this Agreement, PURCHASER Purchaser hereby represents and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that warrants to Seller as follows:
(a) PURCHASER Purchaser is a corporation duly formed and organized, validly existing limited liability company duly qualified to do business and in good standing under the State laws of Delaware and the state of New York;
(b) Purchaser has full the requisite power and authority to consummate the transactions contemplated hereby; (b) execute and deliver this Agreement has been duly authorized and any other agreements or instruments contemplated by all necessary action on the part of PURCHASER this Agreement to be executed by Purchaser and to perform its obligations hereunder and thereunder;
(c) This Agreement has been duly executed and delivered by PURCHASER Purchaser and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Agreement constitutes a legal, the valid and binding obligation of PURCHASER Purchaser, enforceable against PURCHASER Purchaser in accordance with its terms subject to the terms thereof except as enforceability may be limited by applicable effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriums or moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing;
(d) When executed and delivered as provided in this Agreement, each other agreement and instrument contemplated hereby to be executed by Purchaser will be a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to the enforcement effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws relating to or affecting creditors’ ' rights generally generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing;
(e) None of the execution and delivery of this Agreement and any other agreements or instruments contemplated by legal and equitable limitations this Agreement to be executed by Purchaser, nor the consummation by Purchaser of the Transactions or compliance by Purchaser with any of the provisions hereof or thereof will (i) conflict with or constitute a breach of or default under any of its charter or bylaws, (ii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under, any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which Purchaser is a party or by which Purchaser or any of its properties or assets may be bound, (iii) violate any order, writ, injunction, decree, judgment, statute, rule or regulation application to Purchaser or any of its properties or assets or (iv) except for applicable requirements of the HSR Act, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Entity, except with respect to the foregoing clauses (ii)-(iv) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the enforceability ability of specific remediesPurchaser to consummate the Transactions;
(f) Purchaser (i) is a sophisticated Person with respect to the purchase of the Claims and the WCG Note, (ii) is able to bear the economic risk associated with the purchase of the Claims and the WCG Note, (iii) has adequate information concerning the business and financial condition of the Debtors and the status of the Bankruptcy Case to make an informed decision regarding the purchase of the Claims and the WCG Note, (iv) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (v) has independently and without reliance upon Seller, and based on such information as Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Purchaser has relied upon Seller's express representations and warranties in this Agreement. Purchaser acknowledges that Seller has not given Purchaser any investment advice, credit information or opinion on whether the purchase of the Claims and the WCG Note is prudent;
(g) No broker, finder or other Person acting under Purchaser's authority is entitled to any broker's commission or other fee in connection with the Transactions for which Seller could be responsible;
(h) Purchaser has and will have on the Closing Date sufficient funds available to it to pay the Purchase Price and all contemplated fees and expenses of Purchaser related to the Transactions; and
(i) Except for the representations and warranties contained in this Section 3.02, neither Purchaser nor any other Person makes any other express or implied representation or warranty to Seller.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Leucadia National Corp), Purchase and Sale Agreement (Williams Communications Group Inc)
Representations of Purchaser. In order to induce SELLER to enter into this Agreement, PURCHASER The Purchaser hereby continuously represents and warrantswarrants that, with full knowledge that SELLER shall rely on such representations during the term of this Agreement and warranties, that so long as the Loan remains outstanding:
(a) PURCHASER The Purchaser is a duly formed and validly existing limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, is duly qualified to do business and is in the State of Delaware and good standing as a foreign limited liability company in all states where such qualification is required, has full all necessary limited liability company power and authority to consummate enter into this Agreement and each of the transactions contemplated hereby; other Loan Documents to which it is a party and to perform all of its obligations hereunder and thereunder.
(b) The Purchaser has all requisite right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement has been duly authorized by all necessary action on the part of PURCHASER and has been duly executed and delivered by PURCHASER and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any each other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument Loan Document to which PURCHASER it is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; party and (c) this Agreement constitutes and each other Loan Document to which the Purchaser is a party are the legal, valid and binding obligation obligations of PURCHASER the Purchaser and are enforceable against PURCHASER the Purchaser in accordance with their terms.
(c) The execution, delivery and performance by the terms thereof except Purchaser of this Agreement and each of the Loan Documents to which it is a party does not and shall not (i) violate any provision of any Law, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Purchaser; (ii) violate any provision of its charter documents, bylaws, limited liability company agreement, operating agreement or partnership agreement, as enforceability applicable; or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Purchaser is a party or by which it or any of its assets or properties may be limited bound or affected; and the Purchaser is not in default of any such Law, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.
(d) No consent, approval, license, exemption of or filing or registration with, giving of notice to, or other authorization of or by, any court, administrative agency or other governmental authority is or shall be required in connection with the execution, delivery or performance by applicable bankruptcythe Purchaser of this Agreement and each other Loan Document for the valid consummation of the transactions contemplated hereby or thereby.
(e) No event has occurred and is continuing which constitutes a Default or an Event of Default. There is no action, insolvencysuit, reorganization, moratoriums proceeding or similar laws investigation pending or threatened against or affecting the enforcement Purchaser before or by any court, administrative agency or other governmental authority that brings into question the validity of creditors’ rights the transactions contemplated hereby, or that might result in any Material Adverse Effect.
(f) The Purchaser is solvent, generally able to pay its obligations as they become due, has sufficient capital to carry on its business and transactions and all businesses and transactions in which it intends to engage, and the current value of the Purchaser’s assets, at fair saleable valuation, exceeds the sum of its liabilities. The Purchaser shall not be rendered insolvent by legal the execution and equitable limitations delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and the capital remaining in the Purchaser is not now and shall not foreseeably become unreasonably small to permit the Purchaser to carry on its business and transactions and all businesses and transactions in which it is about to engage. The Purchaser does not intend to, nor does it reasonably believe it shall, incur debts beyond its ability to repay the enforceability of specific remediessame as they mature.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Manchester Inc), Sale and Servicing Agreement (Manchester Inc)
Representations of Purchaser. In order to induce SELLER to enter into this AgreementThe Purchaser hereby represents, PURCHASER hereby represents acknowledges and warrantswarrants its representation of, with full knowledge that SELLER shall rely on such representations understanding of and warranties, that confirmation of the following:
(a) PURCHASER Purchaser has such knowledge and experience in financial and business matters such that Purchaser is a duly formed capable of evaluating the merits and validly existing limited liability company duly qualified to do business risks of an investment in the State Securities and of Delaware making an informed investment decision, and has full power does not require a representative in evaluating the merits and authority to consummate risks of an investment in the transactions contemplated hereby; Securities;
(b) this Agreement The Purchaser realizes that the Securities cannot readily be sold as they will be restricted securities and therefore the Securities must not be accepted unless the Purchaser has been duly authorized liquid assets sufficient to assure that the Purchaser can provide for current needs and possible personal contingencies;
(c) The Purchaser confirms and represents that it is able (i) to bear the economic risk of the Securities, (ii) to hold the Securities for an indefinite period of time, and (iii) to afford a complete loss of the Securities;
(d) The Purchaser is aware of, has received and had an opportunity to review (A) the (i) Company’s Annual Report on Form 10-K for the year ended December 31, 2018; and (ii) the Company’s Quarterly Reports on Form 10-Q and current reports on Form 8-K (which filings can be accessed by all necessary action on going to hxxxx://xxx.xxx.xxx/xxxxxx/search.htm, typing “Verus International” in the part “Company name” field, and clicking the “Search” button), in each case (i) through (ii), including the audited and unaudited financial statements, description of PURCHASER business, risk factors, results of operations, certain transactions and has been duly executed related business disclosures described therein (collectively the “Disclosure Documents”) and delivered an independent investigation made by PURCHASER and neither it of the execution and delivery hereofCompany; (B) has, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument been given an opportunity to which PURCHASER is a party, specifically including any covenants review material contracts and documents of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereofCompany as filed with the Securities and Exchange Commission; and (cC) this Agreement constitutes is not relying on any oral representation of the Seller or any other person, nor any written representation or assurance from the Seller; in connection with Purchaser’s acceptance of the Shares and investment decision in connection therewith;
(e) The Purchaser has reviewed the designations providing for the rights and preferences of the Securities[1]; and 1 hxxxx://xxx.xxx.xxx/Xxxxxxxx/exxxx/data/1430523/000149315219001779/ex3-1.htm and
(f) Purchaser understands and agrees that a legal, valid and binding obligation of PURCHASER enforceable against PURCHASER legend has been or will be placed on any certificate(s) or other document(s) evidencing the Securities in accordance with substantially the terms thereof except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remedies.following form:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Monaker Group, Inc.), Stock Purchase Agreement (Monaker Group, Inc.)
Representations of Purchaser. In order to induce SELLER to enter into this Agreement, PURCHASER Purchaser hereby represents and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that warrants to the Principal Stockholders as follows:
(a) PURCHASER Purchaser is a corporation duly formed and organized, validly existing limited liability company duly qualified to do business and in good standing under the laws of the State of Delaware and has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; .
(b) The execution, delivery and performance of this Agreement has and the consummation of the transactions contemplated hereby have been duly authorized by all necessary requisite corporate action on the part of PURCHASER Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by PURCHASER Purchaser and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Agreement constitutes a legal, valid and binding obligation agreement of PURCHASER Purchaser enforceable against PURCHASER it in accordance with the terms thereof except as enforceability may be limited by applicable its terms, subject to bankruptcy, insolvency, reorganization, moratoriums moratorium and similar Laws of general applicability relating to or similar laws affecting the enforcement of creditors’ rights generally and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or in equity).
(c) The execution, delivery and performance by legal Purchaser of this Agreement and equitable limitations on the enforceability consummation by Purchaser of specific remediesthe transactions contemplated hereby do not and shall not (including with notice or lapse of time or both):
(i) contravene or conflict with the certificate of incorporation or the bylaws of Purchaser;
(ii) result in any violation or the breach of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration or any payments under, or result in a loss of a benefit or in the creation or imposition of a lien under, any of the terms, conditions or provisions of any note, lease, mortgage, indenture, license, agreement or other instrument or obligation to which Purchaser is a party or by which Purchaser or any of its assets may be bound;
(iii) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Purchaser in such a manner as would, individually or in the aggregate, reasonably be expected to materially impair the ability of Purchaser to perform its obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated by this Agreement; or
(iv) require any consent, approval, order, authorization or permit of, or registration or filing with or notification to, any Governmental Entity or other party.
(d) Purchaser does not, and will not at any time during the term of this Agreement, directly or indirectly, own, beneficially or of record, any shares of Company Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (United Online Inc), Voting and Support Agreement (FTD Group, Inc.)
Representations of Purchaser. In order Purchaser hereby makes, as of the date hereof and as of the Closing, the following representations and warranties:
(a) Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has full corporate power and has authority to induce SELLER carry on its business as now conducted.
(b) Purchaser has the requisite corporate power and authority to enter into this Agreement, PURCHASER hereby represents Agreement and warrants, with full knowledge that SELLER shall rely on such representations to perform its obligations hereunder and warranties, that (a) PURCHASER is a duly formed and validly existing limited liability company duly qualified to do business in the State of Delaware and has full power and authority to consummate the transactions contemplated hereby; (b) . The execution and delivery of this Agreement has and the consummation of the transactions contemplated hereby have been or will, prior to the Closing, be duly authorized by all necessary action on the part Purchaser’s Boards of PURCHASER and has been duly executed and delivered by PURCHASER and neither the Directors. The execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent performance of this Agreement will not constitute a material breach of any Governmental Agency or any other entity or personagreement, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed license or other instrument or document to which Purchaser is a party or to which it is otherwise subject and will not violate any judgment, decree, order, writ, law, rule, statute, or regulation applicable to Purchaser or its properties or to which Purchaser will, by Closing, be a party and, to the extent required, Purchaser has, or will have by Closing, obtained all necessary approvals or consents required by any agreement to which it is a party. The execution and performance of trustthis Agreement will not violate or conflict with any provision of the Purchaser’s Certificates of Incorporation or Bylaws.
(c) Purchaser has delivered to Seller, bank loan or credit agreementwill deliver prior to the Closing, applicable ordinancesa true and complete copy of its audited financial statements for the fiscal years ended December 31, resolutions 2010, and 2009 and its unaudited financial statements for the nine-month period ended September 30, 2011 (the “Purchaser Financial Statements”). The Purchaser Financial Statements are complete, accurate and fairly present the financial condition of Purchaser as of the dates thereof and the results of its operations for the periods then ended. There are no material liabilities or obligations, either fixed or contingent, not reflected therein. The Purchaser Financial Statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Purchaser as of the dates thereof and the results of its operations and changes in financial position for the periods then ended.
(d) Except as otherwise disclosed in writing to Seller, since September 30, 2011, there have not been any material adverse changes in the financial position of Purchaser except changes arising in the ordinary course of business, which changes will not materially and adversely affect the financial position, business or operations of Purchaser.
(e) Except as and to the extent as may be set forth in an attachment annexed hereto, Purchaser is not a party to any material pending litigation or, on to the knowledge of its executive officers, any governmental investigation or proceeding, not reflected in the Purchaser Financial Statements and no litigation, claims, assessments or any governmental proceedings are threatened in writing against Purchaser.
(f) Purchaser has filed all federal, state, county and local income, excise, property and other tax, governmental and/or other returns, forms, filings, or reports, which are due or required to be filed by it prior to the date hereof and have paid or made adequate provision in the Purchaser Financial Statements for the payment of all taxes, fees, or assessments which have or may become due pursuant to such returns, filings or reports or pursuant to any assessments received. Purchaser is not delinquent or obligated for any tax, penalty, interest, delinquency or charge and there are no tax liens or encumbrances applicable to it.
(g) As of the date of this Agreement, any other agreement Purchaser’s authorized capital stock consists of one hundred million (100,000,000) shares of common stock, $0.00001 par value, of which one million five hundred thousand (1,500,000) shares are presently issued and outstanding, which does not reflect the 7.75 shares for one share forward stock split described in Section 5(a) above to be effective prior to the Closing. All outstanding shares of Purchaser common stock are, and will be at the Closing, duly authorized, validly issued, fully paid and nonassessable. There are no existing options, calls, claims, warrants, preemptive rights, registration rights or instrument to which PURCHASER is a party, specifically including any covenants commitments of any bondscharacter relating to the issued or unissued capital stock or other securities of Purchaser.
(h) As of the date hereof and at the Closing, notesthe shares of Purchaser’s common stock to be issued and delivered to Seller in consideration for the Products will, when so issued and delivered, constitute duly authorized, validly and legally issued, fully-paid and nonassessable shares of Purchaser common stock, free and clear of all liens, claims and encumbrances.
(i) Prior to the Closing, Purchaser will make available for inspection by Seller or its authorized representative, from time to time as requested by Seller, copies of Purchaser’s financial records, minute books, and related documents. All documents and information regarding Purchaser that have been or will be provided to Seller by Purchaser, or set forth in any document or other forms communication disseminated to any former, existing or potential stockholders of indebtedness Purchaser, to the public or filed with the SEC, FINRA, or any federal or state securities and/or financial regulators or authorities, are true, complete, accurate in all material respects, not misleading, and were and are in full compliance with all securities laws and regulations
(j) Purchaser is and has been in material compliance with, and has conducted any business owned or operated by it in compliance with all applicable laws, orders, rules and regulations of PURCHASER outstanding all governmental bodies and agencies, including, without limitation, all applicable securities and/or financial regulatory laws and regulations, including, but not limited to, the Xxxxxxxx-Xxxxx Act of 2002 and environmental laws and regulations, except where such noncompliance has and will have, in the aggregate, no material adverse affect on the business, financial condition, operations or assets of Purchaser. Purchaser has not received notice of any noncompliance with the foregoing, nor is it aware of any claims or threatened claims in connection therewith. As of the date hereof; of this Agreement, Purchaser is, and as of the Closing, Purchaser will be, current in its periodic reporting obligations to the SEC pursuant to the Securities Exchange Act.
(ck) Except as and to the extent specifically disclosed in this Agreement constitutes and as may be specifically disclosed or reserved against as to amount in the latest balance sheet contained in the Purchaser Financial Statements provided to Seller, there is no basis for any assertion against Purchaser of any material liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due including, without limitation, any liability for taxes, including e-commerce sales or other taxes, interest, penalties and other charges payable with respect thereto. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will;
(i) Result in any payment, whether severance pay, unemployment compensation or otherwise, becoming due from Purchaser to any person or entity, including without limitation, any employee, director, officer;
(ii) Increase any benefits otherwise payable to any person or entity, including without limitation, any employee, director, officer or affiliate; or
(iii) Result in the acceleration of the time of payment or vesting of any such benefits.
(l) No aspect of Purchaser’s business, operations or assets is of such a legalcharacter as would restrict or otherwise hinder or impair Purchaser from carrying on its business as presently being conducted and as anticipated following consummation of this Agreement.
(m) All shares of Purchaser’s outstanding common stock have been issued pursuant to an appropriate exemption from registration under the Securities Act and all applicable state securities laws. There are no outstanding, valid pending or threatened stop orders or other actions or investigations relating thereto involving federal and binding obligation of PURCHASER enforceable against PURCHASER state securities laws.
(o) No representation or warranty by Purchaser contained in accordance this Agreement and no statement contained in any certificate, schedule or other communication furnished pursuant to or in connection with the terms thereof except provisions hereof, contains or will contain any untrue statement of a material fact, or omits to state a material fact necessary in order to make the statements therein not misleading. Except as enforceability may specifically indicated elsewhere in this Agreement, all documents delivered by Purchaser in connection herewith, have been and will be limited by applicable bankruptcycomplete originals, insolvency, reorganization, moratoriums or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remediesduplicate copies thereof.
Appears in 2 contracts
Samples: Patent Acquisition Agreement (Eastgate Acquisitions Corp), Patent Acquisition Agreement (Eastgate Acquisitions Corp)
Representations of Purchaser. In order Purchaser hereby represents and warrants to induce SELLER Seller as follows:
(a) Purchaser has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by Purchaser to enter into this Agreement, PURCHASER hereby represents Agreement and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that (a) PURCHASER is a duly formed and validly existing limited liability company duly qualified to do business in the State of Delaware and has full power and authority to consummate carry out the transactions contemplated hereby; (b) this Agreement has been duly authorized by all necessary action on the part of PURCHASER hereby and has been duly executed and delivered by PURCHASER and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as thereby have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereofproperly taken; and (c) this Agreement constitutes a legal, valid and binding obligation of PURCHASER Purchaser enforceable against PURCHASER in accordance with its terms. The execution, delivery and performance of this Agreement by Purchaser in accordance with its terms will not, with or without the terms thereof except giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any encumbrance pursuant to, or require the consent of any third party or governmental authority.
(b) Purchaser is an “accredited investor” in accordance with Rule 504 of Regulation D of the Securities Exchange Act of 1934, as enforceability amended.
(c) The Purchaser understands and agrees that the Shares cannot be transferred or assigned and that there is and will be no public market therefore, and, accordingly, that it may not be possible for the Purchaser readily, if at all, to liquidate this investment in the Shares in case of an emergency or otherwise and that the stock certificate(s) issued to the Purchaser in addition to any other legends that may be limited by applicable bankruptcyimposed thereon, insolvencywill contain the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, reorganizationAS AMENDED OR ANY OTHER APPLICABLE STATE SECURITIES ACT. THE SECURITIES MAY NOT BE PLEDGED, moratoriums or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remediesSOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING THE SECURITIES OR AN OPINION OF QUALIFIED COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”
Appears in 2 contracts
Samples: Stock Purchase Agreement (Enhance Skin Products Inc), Stock Purchase Agreement (Enhance Skin Products Inc)
Representations of Purchaser. In order to induce SELLER to enter into this Agreement, PURCHASER Purchaser hereby represents and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that warrants to Seller as follows:
(a) PURCHASER Purchaser is a duly formed and validly existing limited liability company duly qualified to do business organized, validly existing and in good standing under the State laws of Delaware and the state of Delaware;
(b) Purchaser has full the requisite power and authority to consummate the transactions contemplated hereby; (b) execute and deliver this Agreement has been duly authorized and any other agreements or instruments contemplated by all necessary action on this Agreement to be executed by Purchaser (including without limitation the part of PURCHASER Purchase Money Mortgage and the Purchase Money Note) and to perform its obligations hereunder and thereunder;
(c) This Agreement has been duly executed and delivered by PURCHASER Purchaser and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Agreement constitutes a legal, the valid and binding obligation of PURCHASER Purchaser, enforceable against PURCHASER Purchaser in accordance with its terms;
(d) When executed and delivered as provided in this Agreement, each other agreement and instrument contemplated hereby to be executed by Purchaser will be a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms;
(e) Except as set forth in SCHEDULE 3.02(e), none of the terms execution and delivery of this Agreement and any other agreements or instruments contemplated by this Agreement to be executed by Purchaser (including without limitation the Purchase Money Mortgage and the Purchase Money Note), nor the consummation by Purchaser of the Transactions or compliance by Purchaser with any of the provisions hereof or thereof except as enforceability will (i) conflict with or constitute a breach of or default under any of Purchaser's charter or operating agreement, (ii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under, any note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which Purchaser is a party or by which Purchaser or any of its properties or assets may be limited by applicable bankruptcybound, insolvency(iii) violate any order, reorganizationwrit, moratoriums injunction, decree, judgment, statute, rule or regulation application to Purchaser or any of its properties or assets or (iv) require any order, consent, approval or authorization of, notice to, or declaration, filing, application, qualification or registration with, any Person or Governmental Entity;
(f) As lessee under the Master Lease, Purchaser is currently in possession of the Real Property and Improvements and is familiar with the other Acquired Assets and (i) is a sophisticated Person with respect to the purchase of the Acquired Assets, (ii) is able to bear the economic risk associated with the purchase of the Acquired Assets, (iii) has adequate information concerning the business and financial condition of the Debtors and the status of the Bankruptcy Case and the Acquired Assets to make an informed decision regarding the purchase of the Acquired Assets, (iv) has such knowledge and experience, and has made investments of a similar laws affecting nature, so as to be aware of the enforcement risks and uncertainties inherent in the purchase of creditors’ rights generally and by legal assumption of liabilities of the type contemplated in this Agreement and equitable limitations (v) has independently and without reliance upon Seller, and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Purchaser has relied upon Seller's express representations and warranties in this Agreement. Purchaser acknowledges that Seller has not given Purchaser any investment advice, credit information or opinion on whether the enforceability purchase of specific remediesthe Acquired Assets is prudent; and
(g) No broker, finder or other Person acting under the authority of Purchaser is entitled to any broker's commission or other fee in connection with the Transactions for which Seller could be responsible.
Appears in 1 contract
Samples: Real Property Purchase and Sale Agreement (Williams Communications Group Inc)
Representations of Purchaser. In order Purchaser hereby warrants and represents to induce SELLER to enter into this Agreement, PURCHASER hereby represents and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that Seller as follows:
(a) PURCHASER is a duly formed and validly existing limited liability company duly qualified to do business in Purchaser has the State of Delaware and has full right, power and authority to consummate purchase the transactions contemplated hereby; (b) Property as provided herein and to execute, deliver and carry out all of the provisions of this Agreement. The execution and delivery of this Agreement has and any other documents required of Purchaser hereunder and the performance and observance of all of their terms, conditions and obligations and their execution by the signatories thereto have been or will be duly authorized by all necessary action on of Purchaser.
(b) Purchaser is a limited partnership validly formed and duly organized and existing in good standing under the part laws of PURCHASER Delaware and has been duly executed is, or shall be, qualified to conduct business and delivered by PURCHASER in good standing under the laws of Puerto Rico.
(c) This Agreement is a legal, valid and neither the binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.
(d) The execution and delivery hereof, of this Agreement do not violate the Certificate of Limited Partnership nor compliance Partnership Agreement; nor conflict with or result in the terms and provisions hereof (1) requires the approval and consent breach of any Governmental Agency conditions or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated)provisions of, or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER constitute a default under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER the Purchaser is a party, specifically including this Agreement.
(e) To the best of its knowledge, Purchaser is not subject to any covenants order, judgment or decree, which would prevent any of any bondsthe terms and conditions of this Agreement nor the transaction contemplated herein. No suit, notesaction, or other forms proceeding is pending or to the knowledge of indebtedness Purchaser, threatened against it, which would enjoin or delay the transaction contemplated in this Agreement.
(f) All representations and warranties of PURCHASER outstanding on Purchaser are true and valid as of the date hereof; and of the execution of this Agreement.
(cg) To the best of Purchaser's knowledge, none of the representations or warranties made by Purchaser herein contains any untrue statement of a material fact nor has Purchaser knowingly omitted to state or disclose a material fact unknown to Purchaser the knowledge of which would have dissuaded a reasonable willing Seller from consummating this Agreement constitutes a legal, valid and binding obligation of PURCHASER enforceable against PURCHASER in accordance with the terms thereof except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remediestransaction.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Capital Lease Funding Inc)
Representations of Purchaser. In order to induce SELLER to enter into this Agreement, PURCHASER hereby Purchaser represents and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that warrants to Vendor that:
(a) PURCHASER Purchaser is a duly formed and validly existing limited an unlimited liability company duly qualified organized and validly subsisting under the laws of its jurisdiction of incorporation and the laws of those jurisdictions in which it is required to do business in be registered for the State purposes of Delaware and this transaction;
(b) Purchaser has full the corporate power and authority to consummate the transactions contemplated hereby; (b) execute and deliver this Agreement has been duly authorized by and to perform all necessary action on the part of PURCHASER and has been duly executed and delivered by PURCHASER and neither obligations under this Agreement;
(c) the execution and delivery hereof, nor compliance of this Agreement and the completion of the purchase of the Assets in accordance with the terms of this Agreement do not and provisions hereof will not violate or conflict with any provision of:
(1i) requires the approval and consent of any Governmental Agency charter, bylaws or equivalent governing documents relating to Purchaser or any other entity statute, rule or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER Purchaser, or
(except, and to the extent, that ii) any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER Purchaser is a partyparty or by which it is bound and of which Purchaser has knowledge or any judgment, specifically including any covenants of any bonds, notes, decree or other forms of indebtedness of PURCHASER outstanding on the date hereof; and order applicable to Purchaser;
(cd) this Agreement constitutes a and all documents executed and delivered pursuant to this Agreement are legal, valid and binding obligation obligations of PURCHASER Purchaser enforceable against PURCHASER Purchaser in accordance with their terms;
(e) Purchaser has not incurred any liability, contingent or otherwise, for broker's or finder's fees for this transaction for which Vendor will have any obligation or liability;
(f) Purchaser is a "non-Canadian" as that term is defined in the terms thereof Investment Canada Act (Canada); and
(g) all regulatory approvals needed by Purchaser in connection with the transaction contemplated by this Agreement will either be obtained by the Closing Date or are not required, except as enforceability may notification under the Investment Canada Act (Canada) which shall be limited by filed within 30 days before Closing Date, if required, and the applicable bankruptcy, insolvency, reorganization, moratoriums or similar laws affecting waiting period under the enforcement of creditors’ rights generally and by legal and equitable limitations on Competition Act (Canada) will have expired before the enforceability of specific remediesClosing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pacific Energy Partners Lp)
Representations of Purchaser. In order to induce SELLER to enter into this Agreement, PURCHASER hereby The Purchaser represents and warrantswarrants to, with full knowledge that SELLER shall rely on such representations and warrantiescovenants with, that the Company as follows:
(a) PURCHASER The Purchaser is a duly formed and corporation validly existing limited liability company duly qualified to do business and in good standing under the State laws of Delaware and the British Virgin Islands.
(b) The Purchaser has full the requisite corporate power and authority to consummate the transactions contemplated hereby; execute and deliver this Agreement.
(bc) this This Agreement has been duly authorized by all necessary corporate action on the part of PURCHASER and has been duly executed and delivered by PURCHASER and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Purchaser. This Agreement constitutes a the legal, valid and binding obligation obligations of PURCHASER the Purchaser, enforceable against PURCHASER in accordance with the terms thereof hereof, except as enforceability may be limited by applicable bankruptcy,, insolvency, reorganization, moratoriums insolvency or similar laws affecting the enforcement of creditors’ ' rights generally generally.
(d) Neither the execution or delivery of this Agreement, nor fulfillment of or compliance with the terms and provisions hereof and thereof, will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, the Articles of Incorporation or By-laws of the Purchaser, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Purchaser is subject.
(e) The Purchaser has obtained all consents, approvals and authorizations, and made all necessary declarations and filings, and provided all notices, required to consummate the transactions contemplated by legal this Agreement in the manner contemplated hereby.
(f) The Purchaser is purchasing the Shares solely for investment purposes, with no present intention of distributing or reselling any of the Shares or any interest therein. The Purchaser acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act").
(g) The Purchaser is aware of the applicable limitations under the Securities Act relating to a subsequent sale, transfer, pledge, mortgage, hypothecation, gift, assignment or other encumbrance of the Shares. The Purchaser further acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act and equitable limitations applicable state securities laws or an exemption from such registration is available.
(h) The Purchaser is an accredited investor as defined in Rule 501 (a) of Regulation D adopted under the Securities Act.
(i) The Purchaser has received from the Company adequate access to financial and other information concerning the Company and the Common Stock, and the Purchaser has had the opportunity to ask questions of and receive answers from the Company concerning the Common Stock and to obtain therefrom any additional information necessary to make an informed decision regarding the acquisition of the Shares.
(j) The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Shares. The investment in the Shares is suitable for the Purchaser upon the basis of the facts regarding the Purchaser's other security holdings, financial situation and needs.
(k) The Purchaser realizes that the Company is relying on the enforceability validity of specific remediesthe Purchaser's representations and agreements contained herein in issuing the Shares to the Purchaser without registration under the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Gold & Appel Transfer Sa)
Representations of Purchaser. In order to induce SELLER to enter into this Agreement, PURCHASER Purchaser hereby continuously represents and warrantswarrants that, with full knowledge that SELLER shall rely on such representations during the term of this Agreement and warranties, that so long as the Obligations remain outstanding under the Credit Agreement:
(a) PURCHASER Purchaser is a duly formed and validly existing limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, is duly qualified to do business and is in the State of Delaware and good standing as a foreign limited liability company in all states where such qualification is required, has full all necessary limited liability company power and authority to consummate enter into this Agreement and each of the transactions contemplated hereby; other Credit Documents to which it is a party and to perform all of its obligations hereunder and thereunder.
(b) Purchaser has all requisite right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement has been duly authorized by all necessary action on the part of PURCHASER and has been duly executed and delivered by PURCHASER and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any each other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument Credit Document to which PURCHASER it is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; party and (c) this Agreement constitutes and each other Credit Document to which Purchaser is a party are the legal, valid and binding obligation obligations of PURCHASER Purchaser and are enforceable against PURCHASER Purchaser in accordance with their terms.
(c) The execution, delivery and performance by Purchaser of this Agreement and each of the terms thereof except Credit Documents to which it is a party does not and shall not (i) violate any provision of any Law, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Purchaser; (ii) violate any provision of its charter documents, bylaws, limited liability company agreement, operating agreement or partnership agreement, as enforceability applicable; or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Purchaser is a party or by which it or any of its assets or properties may be limited bound or affected; and Purchaser is not in default of any such Law, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.
(d) No consent, approval, license, exemption of or filing or registration with, giving of notice to, or other authorization of or by, any court, administrative agency or other governmental authority is or shall be required in connection with the execution, delivery or performance by applicable bankruptcyPurchaser of this Agreement and each other Credit Document for the valid consummation of the transactions contemplated hereby or thereby, insolvencyother than the filing of financing statements.
(e) No event has occurred and is continuing which constitutes a Default or an Event of Default. There is no action, reorganizationsuit, moratoriums proceeding or similar laws investigation pending or threatened against or affecting Purchaser before or by any court, administrative agency or other governmental authority that brings into question the enforcement validity of creditors’ rights the transactions contemplated hereby, or that might result in any Material Adverse Effect.
(f) Purchaser is solvent, generally able to pay its obligations as they become due, has sufficient capital to carry on its business and transactions and all businesses and transactions in which it intends to engage, and the current value of Purchaser’s assets, at fair saleable valuation, exceeds the sum of its liabilities. Purchaser shall not be rendered insolvent by legal the execution and equitable limitations delivery of this Agreement and the other Credit Documents and the consummation of the transactions contemplated hereby and thereby and the capital remaining in Purchaser is not now and shall not foreseeably become unreasonably small to permit Purchaser to carry on its business and transactions and all businesses and transactions in which it is about to engage. Purchaser does not intend to, nor does it reasonably believe it shall, incur debts beyond its ability to repay the enforceability of specific remediessame as they mature.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Consumer Portfolio Services Inc)
Representations of Purchaser. In order As an inducement to induce SELLER Reliance to enter into this Agreement, PURCHASER hereby Purchaser represents and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that warrants to Reliance that:
(a) PURCHASER Purchaser is acquiring the Shares to be purchased pursuant to this Agreement for investment purposes, for Purchaser's own account and with no present intention of distributing or reselling the Shares in any transaction which would be in violation of the securities laws of the United States of America or any state thereof or the insurance laws of any state.
(b) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act.
(c) Purchaser is aware that (i) the Shares are "restricted securities" as defined in the Securities Act and are therefore subject to restrictions on resale and (ii) the Company has no obligation to register the Shares for resale except, subject to the Company providing any requisite consent, pursuant to the Purchase Agreement.
(d) In entering into the transaction contemplated hereby, Purchaser is not relying upon any representations or warranties made by Seller, except for those expressly set forth in this Agreement.
(e) Purchaser is a corporation duly formed and incorporated, validly existing limited liability company duly qualified to do business and in good standing under the State laws of Delaware the jurisdiction of its incorporation and has full all requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions transaction contemplated hereby; (b) . The execution and delivery of this Agreement has by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transaction contemplated hereby have been duly authorized by all necessary requisite action on the part of PURCHASER and Purchaser. This Agreement has been duly executed and delivered by PURCHASER and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Purchaser. This Agreement constitutes a legal, valid and binding obligation of PURCHASER Purchaser, enforceable against PURCHASER it in accordance with its terms.
(f) Purchaser has sufficient cash available to it to consummate the terms thereof purchase of the Shares contemplated hereby without the need for any financing other than that which is already available or committed to Purchaser without material condition; provided that Purchaser hereby expressly acknowledges and agrees that the ability of Purchaser to obtain the necessary funds from such financing shall not be a condition to the consummation of the transaction contemplated hereby.
(g) Neither the execution and delivery of this Agreement, nor the consummation of the transaction contemplated hereby conflicts with or results in a breach of any of the provisions of, or constitutes a default (or event which with the giving of notice or lapse of time or both, would become a default) under, any material indenture, mortgage, lease or loan agreement to which Purchaser is bound or violates any statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which Purchaser is subject. No notice to, filing with or authorization, consent or approval of, any government or governmental agency by Purchaser is necessary for the consummation of the transaction contemplated by the Agreement, except that Purchaser will be required to make a notification under the Xxxx-Xxxxx Xxxxxx Anti-trust Improvements Act of 1976, as enforceability amended (the "HSR Act"), file Forms A with the insurance regulatory authorities in the States of California and Texas and make such other filings as may be limited by necessary with applicable bankruptcyinsurance regulatory authorities in the United States having jurisdiction over Purchaser with relation to the purchase of the Shares (the Form A filings and other filings with insurance regulatory authorities in the United States being hereinafter referred to as the "Insurance Filings" and the notification under the HSR Act and the Insurance Filings being hereinafter collectively referred to as the "Purchaser Regulatory Filings") and obtain the approvals, insolvencynon-disapprovals or comparable responses (including the expiration or termination of waiting periods) of the applicable regulatory entities for the purchase of the Shares and although Purchaser will be required to file a Form 3 and a Schedule 13D under the Exchange Act. Purchaser acknowledges that the Company will be required to file an HSR notification.
(h) All negotiations relating to this Agreement and the transaction contemplated hereby have been carried on without the intervention of any person acting on behalf of Purchaser in such manner as to give rise to any valid claim against Seller for any brokerage or finder's commission, reorganization, moratoriums fee or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remediescompensation.
Appears in 1 contract
Samples: Stock Purchase Agreement (Reliance Financial Services Corp)
Representations of Purchaser. In order to induce SELLER to enter into this Agreement, PURCHASER Purchaser hereby represents and warrantswarrants to Seller the following, with full knowledge that SELLER all of which are true, accurate and complete as of the Effective Date, and shall rely on such representations be true, accurate and warranties, that (a) PURCHASER complete as of the Closing Date: Purchaser is a duly formed and validly existing limited liability company duly qualified to do business organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has full the requisite limited liability company power and authority to consummate execute and deliver this Agreement and to carry out the transactions contemplated hereby; (b) hereby and thereby. Purchaser has taken all action required by law, by Purchaser's organizational documents, or otherwise, to authorize the execution and delivery of this Agreement has been duly authorized by all necessary action on and the part consummation of PURCHASER the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by PURCHASER Purchaser and constitutes a legal, valid, and binding obligation of Purchaser, enforceable against Purchaser in accordance with the terms hereof, except as enforceability hereof may be limited by bankruptcy, insolvency, or reorganization laws or by applicable principles of equity. Except for the consent of MI, CGMI, Lender and R-C, no consent, waiver, approval, or authorization of, or filing, registration, or qualification with, or notice to, any governmental instrumentality or any other entity or person is required to be made, obtained, or given by Purchaser in connection with the execution, delivery, and performance of this Agreement. Subject to obtaining the consents of MI, CGMI, Lender and R-C, neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate or conflict with any provision of Purchaser's organizational documents, (ii) violate, conflict with, constitute a default under, result in the termination of, or accelerate the performance required by any contract, lease or other agreement or instrument to which PURCHASER Purchaser is a partyparty or by which Purchaser is bound or any debt or obligation of Purchaser with respect to the Membership Interests, specifically including any covenants which violation, conflict, default, termination or acceleration could materially or adversely affect the transactions contemplated by this Agreement or result in the creation or imposition of any bondsmaterial encumbrance on the Membership Interests; or (iii) violate any statute or law or any judgment, notesdecree, order, regulation or rule of any federal, state, county, municipal or other government or governmental or quasi-governmental agency, department, commission, board, bureau or instrumentality, foreign or domestic, or any of them, having jurisdiction over Purchaser, the Property or Resort. There are no actions, suits or proceedings pending or, to the best knowledge of Purchaser, threatened against Purchaser that might adversely affect Purchaser's ability to consummate the transactions contemplated herein. Purchaser is not, nor will it become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the OFAC of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including Executive Order 13224 (September 23, 2001), "Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism"), or other forms of indebtedness of PURCHASER outstanding on the date hereof; governmental action and (c) this Agreement constitutes a legal, valid is not and binding obligation of PURCHASER enforceable against PURCHASER will not engage in accordance any dealings or transactions or be otherwise associated with the terms thereof except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums such persons or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remediesentities.
Appears in 1 contract
Representations of Purchaser. In order As an inducement to induce SELLER Reliance to enter into this Agreement, PURCHASER hereby Purchaser represents and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that warrants to Reliance that:
(a) PURCHASER Purchaser is acquiring the Shares to be purchased pursuant to this Agreement for investment purposes, for Purchaser's own account and with no present intention of distributing or reselling the Shares in any transaction which would be in violation of the securities laws of the United States of America or any state thereof or the insurance laws of any state.
(b) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act.
(c) Purchaser is aware that (i) the Shares are "restricted securities" as defined in the Securities Act and are therefore subject to restrictions on resale and (ii) the Company has no obligation to register the Shares for resale except, subject to the Company providing any requisite consent, pursuant to the Purchase Agreement.
(d) In entering into the transaction contemplated hereby, Purchaser is not relying upon any representations or warranties made by Seller, except for those expressly set forth in this Agreement.
(e) Purchaser is a corporation duly formed and incorporated, validly existing limited liability company duly qualified to do business and in good standing under the State laws of Delaware the jurisdiction of its incorporation and has full all requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions transaction contemplated hereby; (b) . The execution and delivery of this Agreement has by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transaction contemplated hereby have been duly authorized by all necessary requisite action on the part of PURCHASER and Purchaser. This Agreement has been duly executed and delivered by PURCHASER and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Purchaser. This Agreement constitutes a legal, valid and binding obligation of PURCHASER Purchaser, enforceable against PURCHASER it in accordance with its terms.
(f) Purchaser has sufficient cash available to it to consummate the terms thereof purchase of the Shares contemplated hereby without the need for any financing other than that which is already available or committed to Purchaser without material condition; provided that Purchaser hereby expressly acknowledges and agrees that the ability of Purchaser to obtain the necessary funds from such financing shall not be a condition to the consummation of the transaction contemplated hereby.
(g) Neither the execution and delivery of this Agreement, nor the consummation of the transaction contemplated hereby conflicts with or results in a breach of any of the provisions of, or constitutes a default (or event which with the giving of notice or lapse of time or both, would become a default) under, any material indenture, mortgage, lease or loan agreement to which Purchaser is bound or violates any statute, regulation, rule, judgment, order, decree or other restriction of any government, governmental agency or court to which Purchaser is subject. No notice to, filing with or authorization, consent or approval of, any government or governmental agency by Purchaser is necessary for the consummation of the transaction contemplated by the Agreement, except that Purchaser will be required to make a notification under the Hart-Xxxtx Xxxxxx Xxxi-trust Improvements Act of 1976, as enforceability amended (the "HSR Act"), file Forms A with the insurance regulatory authorities in the States of California and Texas and make such other filings as may be limited by necessary with applicable bankruptcyinsurance regulatory authorities in the United States having jurisdiction over Purchaser with relation to the purchase of the Shares (the Form A filings and other filings with insurance regulatory authorities in the United States being hereinafter referred to as the "Insurance Filings" and the notification under the HSR Act and the Insurance Filings being hereinafter collectively referred to as the "Purchaser Regulatory Filings") and obtain the approvals, insolvencynon-disapprovals or comparable responses (including the expiration or termination of waiting periods) of the applicable regulatory entities for the purchase of the Shares and although Purchaser will be required to file a Form 3 and a Schedule 13D under the Exchange Act. Purchaser acknowledges that the Company will be required to file an HSR notification.
(h) All negotiations relating to this Agreement and the transaction contemplated hereby have been carried on without the intervention of any person acting on behalf of Purchaser in such manner as to give rise to any valid claim against Seller for any brokerage or finder's commission, reorganization, moratoriums fee or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remediescompensation.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fairfax Financial Holdings LTD/ Can)
Representations of Purchaser. In order The Purchaser represents, warrants and covenants to induce SELLER Lithium that:
(a) The Purchaser is duly incorporated, validly existing and in good standing under the laws of the Province of British Columbia, Canada, and is qualified to do business in that province. Purchaser has the requisite corporate power and capacity to carry on business as presently conducted, to enter into this Agreement, PURCHASER hereby represents and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that (a) PURCHASER is a duly formed and validly existing limited liability company duly qualified to do business in the State perform all of Delaware and has full power and authority to consummate the transactions contemplated hereby; its obligations hereunder.
(b) The entering into of this Agreement has been duly authorized and the performance by all necessary action the Purchaser of its obligations hereunder will not violate or conflict with its articles of incorporation or any applicable law or any order, decree or notice of any court or other governmental agency, nor conflict with, or result in a breach of, or accelerate the performance required by any contract or other commitment to which the Purchaser is a party or by which it is bound.
(c) All requisite corporate actions on the part of PURCHASER the Purchaser, and has on the part of its officers, directors and shareholders, necessary for the execution, delivery and performance by it of this Agreement and all other agreements contemplated hereby, have been duly taken. This Agreement and all agreements and instruments contemplated hereby are, and when executed and delivered by PURCHASER and neither the it (assuming valid execution and delivery hereof, nor compliance with by the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplatedparty), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Agreement constitutes a will be legal, valid and binding obligation obligations of PURCHASER its enforceable against PURCHASER it in accordance with their respective terms. Notwithstanding the terms thereof except foregoing, no representation is made as enforceability may be to the availability of equitable remedies for the enforcement of this Agreement. Additionally, this representation is limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratoriums or and other similar laws affecting generally the enforcement rights and remedies of creditors’ rights generally creditors and secured parties.
(d) The Purchaser has obtained all consents required under any agreement to which it is a party and all required consents and approvals from governmental agencies and any stock exchange, as necessary for it to execute, deliver and perform its obligations under this Agreement.
(e) All negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by legal Purchaser in such manner as not to give rise to any valid claim against Lithium or any third party for a brokerage commission, finder's fee or other fee or commission arising by reason of the transactions contemplated by this Agreement.
(f) The Consideration Shares will be, upon their issuance, duly authorized and equitable limitations validly allotted and issued as fully paid and non-assessable shares in the capital of the Resulting Issuer, free and clear of any and all mortgages, liens, pledges, charges and other encumbrances excluding any restrictions other than resale restrictions which may be imposed by securities regulatory bodies in Canada and the United States.
(g) Subject to a Going Public Transaction, the Resulting Issuer will be a "reporting issuer" (within the meaning of applicable securities laws) in at least one province of Canada, and the Resulting Issuer's common shares will be listed on the enforceability Exchange and no order ceasing or suspending trading in the securities of specific remediesthe Resulting Issuer nor prohibiting sale of such securities shall have been issued to the Resulting Issuer.
Appears in 1 contract
Representations of Purchaser. In order to induce SELLER to enter into connection with the issuance and of Shares upon exercise of this AgreementWarrant, PURCHASER hereby the Holder represents and warrantswarrants to the Company as follows:
a) The Holder is acquiring and will hold the Shares for investment for its account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act.
b) The Holder understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Holder obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Holder further acknowledges and understands that the Company is under no obligation to register the Shares.
c) The Holder is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject only to the satisfaction of certain conditions. The Holder acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
d) The Holder will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Holder agrees that it will not dispose of the Shares unless and until it has complied with full knowledge that SELLER shall rely on such representations all requirements applicable to the disposition of Shares and warrantiesit has provided the Company with written assurances, in substance and form satisfactory to the Company, that (aA) PURCHASER is a duly formed and validly existing limited liability company duly qualified to do business in the State proposed disposition does not require registration of Delaware and has full power and authority to consummate the transactions contemplated hereby; (b) this Agreement has been duly authorized by Shares under the Securities Act or all appropriate action necessary action on the part of PURCHASER and has been duly executed and delivered by PURCHASER and neither the execution and delivery hereof, nor for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Shares under the Rules of the California Corporations Commissioner.
e) The Holder has been furnished with, and has had access to, such information as it considers necessary or appropriate for deciding whether to invest in the Shares, and the Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and provisions hereof (1conditions of the issuance of the Shares.
f) requires The Holder is aware that its investment in the approval Company is a speculative investment that has limited liquidity and consent is subject to the risk of any Governmental Agency or any other entity or personcomplete loss. The Holder is able, except such as have been duly obtained or shall be obtained prior without impairing its financial condition, to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, hold the Shares for an indefinite period and to the extent, that any suffer a complete loss of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results its investment in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Agreement constitutes a legal, valid and binding obligation of PURCHASER enforceable against PURCHASER in accordance with the terms thereof except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remediesShares.
Appears in 1 contract
Samples: Warrant Agreement (Extensity Inc)
Representations of Purchaser. In order to induce SELLER to enter into this Agreement, PURCHASER hereby Purchaser represents and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that warrants to ForeFront Power as of the Effective Date that:
(a) PURCHASER is Purchaser acknowledges that it has been advised that part of the collateral securing the financial arrangements for the System may be the granting of a duly formed and validly existing limited liability company duly qualified to do business first priority perfected security interest (the “Security Interest”) in the State of Delaware and has full power and authority System to consummate the transactions contemplated hereby; a Financing Party;
(b) this Agreement has been duly authorized by all necessary action on To Purchaser’s knowledge, the part granting of PURCHASER and has been duly executed and delivered by PURCHASER and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent Security Interest will not violate any term or condition of any Governmental Agency or any other entity or personcovenant, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing lawrestriction, judgmentlien, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated)financing agreement, or security agreement affecting the Premises;
(3c) contravenes or results in any breach Purchaser is aware of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indentureno existing lease, mortgage, deed security interest or other interest in or lien upon the Premises that could attach to the System as an interest adverse to ForeFront Power’s Financing Party’s Security Interest therein;
(d) To Purchaser’s knowledge, there exists no event or condition which constitutes a default, or would, with the giving of trustnotice or lapse of time, bank loan constitute a default under this Agreement;
(e) To Purchaser’s knowledge, Purchaser has identified and disclosed to ForeFront Power in the Special Conditions (i) all Environmental Documents, (ii) all CCRs, if applicable, Governmental Approvals or credit agreementother restrictions imposed under Applicable Laws with respect to the use of the Premises that could affect the construction and operation of the System, applicable ordinancesand (iii) all environmental reports, resolutions orstudies, on data or other information relating to the date use of the Premises by ForeFront Power within the Purchaser’s possession or control;
(f) The Premises is in compliance with Environmental Laws, and that Purchaser holds and is in compliance with all Governmental Approvals required for the ownership and any current operations or activities conducted at the Premises; and
(g) Purchaser has identified in the Special Conditions and delivered to ForeFront Power all material reports and information concerning the presence or release of Hazardous Materials on, in or under the Premises. Any Financing Party shall be an intended third-party beneficiary of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Agreement constitutes a legal, valid and binding obligation of PURCHASER enforceable against PURCHASER in accordance with the terms thereof except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remediesSection 9.2.
Appears in 1 contract
Samples: Energy Services Agreement
Representations of Purchaser. In order Purchaser hereby represents and warrants that:
(a) Purchaser is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, is duly qualified to induce SELLER do business and is in good standing as a foreign limited liability company in all States where such qualification is required, has all necessary limited liability company power and authority to enter into this Agreement, PURCHASER hereby represents each Assignment and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that (a) PURCHASER each of the other Loan Documents to which it is a duly formed party and validly existing limited liability company duly qualified to do business in the State perform all of Delaware its obligations hereunder and has full power and authority to consummate the transactions contemplated hereby; thereunder.
(b) The execution, delivery and performance of this Agreement has and each other Loan Document to which Purchaser is a party have been duly authorized by all necessary action on the part of PURCHASER the Purchaser.
(c) The execution, delivery and has performance by Purchaser of this Agreement and each of the Loan Documents to which it is a party does not and shall not (i) violate any law or any governmental rule or regulation applicable to Purchaser, (ii) violate any of its Organizational Documents; (iii) violate any order, judgment or decree of any court or other agency of government binding on Purchaser except as could not reasonably be expected to result in a Material Adverse Effect on the Purchaser; or (iv) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Purchaser. Purchaser is not subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign.
(d) The execution, delivery and performance by the Purchaser of this Agreement and of each Loan Document to which it is a party and the consummation of the transactions contemplated by the Loan Documents do not and shall not require any registration with; consent or approval of; permit, license, authorization, plan or directive from; notice to; or other action to, with or by, any Governmental Authority or any other Person, except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Agent for filing or recordation, as of the Closing Date other than those that have already been duly executed obtained and delivered are in full force and effect or where failure to obtain could not reasonably be expected to have a Material Adverse Effect on the Purchaser.
(e) The Purchaser is not in default in the performance, observance, or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and to the Borrower’s knowledge, no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where, (i) such defaults have been waived, or (ii) individually or in the aggregate, the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect on Purchaser.
(f) Purchaser is Solvent, and shall not be rendered insolvent by PURCHASER and neither the execution and delivery hereof, nor compliance with of this Agreement and the terms other Loan Documents and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any consummation of the same are to be modified through Governmental Approvals as herein contemplated), or transactions contemplated hereby and thereby.
(3g) contravenes or results in any breach Each purchase of or, except as contemplated by this Agreement, results Conveyed Property is being made in the creation ordinary course of any lien or encumbrance upon any property business of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Agreement constitutes a legal, valid and binding obligation of PURCHASER enforceable against PURCHASER in accordance with the terms thereof except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remediesPurchaser.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Nicholas Financial Inc)
Representations of Purchaser. In order As an inducement to induce SELLER the Sellers to enter into this Agreement, PURCHASER hereby Purchaser represents and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that warrants to each Seller that:
(a) PURCHASER Purchaser is aware that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration or qualification under the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws, except pursuant to an exemption from such registration or qualification under the Securities Act and any applicable state securities laws. Purchaser is aware that the Company has no obligation to register the Shares for resale.
(b) Purchaser is a corporation duly formed and incorporated, validly existing limited liability company duly qualified to do business and in good standing under the laws of the State of Delaware Hawaii and has full all requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; (b) and the execution and delivery of this Agreement has by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all necessary requisite action on the part of PURCHASER and Purchaser.
(c) This Agreement has been duly executed and delivered by PURCHASER Purchaser and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Agreement constitutes a legal, valid and binding obligation of PURCHASER Purchaser, enforceable against PURCHASER it in accordance with the terms thereof its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or moratorium, fraudulent conveyance and other similar laws of general application affecting the enforcement of creditors’ ' rights generally and by legal and equitable limitations on (ii) the enforceability availability of the remedy of specific remediesperformance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.
(d) (i) No Order has been issued by any court or other Governmental Authority against Purchaser purporting to enjoin or restrain the execution, delivery or performance of this Agreement; and (ii) as of the date hereof, there is no litigation, suit, claim, action or proceeding pending or, to the knowledge of Purchaser, threatened in writing against Purchaser or any of its property or assets, before any court, arbitrator or Governmental Authority, domestic or foreign, seeking relief which, if ordered, would delay or prevent the consummation of the transaction contemplated hereby.
(e) The execution, delivery and performance by Purchaser of this Agreement and the transactions contemplated hereby and thereby (i) do not contravene the terms of the Certificate of Incorporation or the By-laws, (ii) do not violate, conflict with or result in any breach, default or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any Lien under, any Contractual Obligation of Purchaser or any Requirement of Law applicable to Purchaser, and (iii) do not violate any Orders against, or binding upon, Purchaser.
(f) No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Purchaser of this Agreement and the transactions contemplated hereby.
(g) Purchaser acknowledges that it did not agree to purchase the Shares as a result of any form of general solicitation or general advertising.
(h) No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transaction contemplated hereby based upon arrangements made by or on behalf of Purchaser.
Appears in 1 contract
Samples: Stock Purchase Agreement (Turn Works Acquisition Iii Sub a Inc)
Representations of Purchaser. In order 6.1 Purchaser represents and warrants to induce SELLER Vendor as follows, with the intent that Vendor will rely thereon in entering into this Agreement and in concluding the purchase and sale contemplated hereby, that:
(a) Purchaser is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Nevada and has the power, authority, and capacity to enter into this Agreement, PURCHASER hereby represents Agreement and warrants, with full knowledge that SELLER shall rely on such representations to carry out its terms;
(b) Execution and warranties, that (a) PURCHASER is a duly formed delivery of this Agreement and validly existing limited liability company duly qualified to do business in the State completion of Delaware and has full power and authority to consummate the transactions contemplated hereby; (b) this Agreement hereby has been duly and validly authorized by all necessary corporate action on the part of PURCHASER Purchaser, and has been duly executed this Agreement constitutes a valid and delivered binding obligation of Purchaser enforceable against Purchaser in accordance with its terms; except as enforcement may be limited by PURCHASER bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
(c) there is no requirement for Purchaser to make any filing with, give any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement; and
(d) neither the execution and delivery hereofof this Agreement nor the performance of Purchaser obligations hereunder will violate or constitute a default under the constating documents, nor compliance with the terms and provisions hereof (1) requires the approval and consent by-laws, or articles of Purchaser, any Governmental Agency or any other entity or personorder, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing lawdecree, judgment, governmental statute, by-law, rule, regulation regulation, or other requirement restriction applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated)Purchaser, or (3) contravenes or results in any breach of orcontract, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinancesinstrument, resolutions orcovenant, on the date of this Agreement, any other agreement mortgage or instrument security to which PURCHASER Purchaser is a party, specifically including any covenants of any bonds, notes, party or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Agreement constitutes a legal, valid and which are binding obligation of PURCHASER enforceable against PURCHASER in accordance with the terms thereof except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remediesupon Purchaser.
Appears in 1 contract
Representations of Purchaser. In order As an inducement to induce SELLER Seller to enter into this Agreement, PURCHASER hereby Purchaser represents and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that warrants to Seller that:
(a) PURCHASER Purchaser is aware that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration or qualification under the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws, except pursuant to an exemption from such registration or qualification under the Securities Act and any applicable state securities laws. Purchaser is aware that the Company has no obligation to register the Shares for resale.
(b) Purchaser is a corporation duly formed and incorporated, validly existing limited liability company duly qualified to do business and in good standing under the laws of the State of Delaware Hawaii and has full all requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; (b) and the execution and delivery of this Agreement has by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby have been duly authorized by all necessary requisite action on the part of PURCHASER and Purchaser.
(c) This Agreement has been duly executed and delivered by PURCHASER Purchaser and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Agreement constitutes a legal, valid and binding obligation of PURCHASER Purchaser, enforceable against PURCHASER it in accordance with the terms thereof its terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or moratorium, fraudulent conveyance and other similar laws of general application affecting the enforcement of creditors’ ' rights generally and by legal and equitable limitations on (ii) the enforceability availability of the remedy of specific remediesperformance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.
(i) No Order has been issued by any court or other Governmental Authority against Purchaser purporting to enjoin or restrain the execution, delivery or performance of this Agreement; and (ii) as of the date hereof, there is no litigation, suit, claim, action or proceeding pending or, to the knowledge of Purchaser, threatened in writing against Purchaser or any of its property or assets, before any court, arbitrator or Governmental Authority, domestic or foreign, seeking relief which, if ordered, would delay or prevent the consummation of the transaction contemplated hereby.
(e) The execution, delivery and performance by Purchaser of this Agreement and the transactions contemplated hereby and thereby (i) do not contravene the terms of the Certificate of Incorporation or the By-laws, (ii) do not violate, conflict with or result in any breach, default or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any Lien under, any Contractual Obligation of Purchaser or any Requirement of Law applicable to Purchaser and (iii) do not violate any Orders against, or binding upon, Purchaser.
(f) No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Purchaser of this Agreement and the transactions contemplated hereby.
(g) Purchaser acknowledges that it did not agree to purchase the Shares as a result of any form of general solicitation or general advertising.
(h) No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transaction contemplated hereby based upon arrangements made by or on behalf of Purchaser.
Appears in 1 contract
Samples: Stock Purchase Agreement (Turn Works Acquisition Iii Sub a Inc)
Representations of Purchaser. In order to induce SELLER to enter into this AgreementAs of the date hereof and the Closing Date, PURCHASER hereby the Purchaser represents and warrants, warrants to and covenants with full knowledge that SELLER shall rely on such representations and warranties, that the Corporation as follows:
(a) PURCHASER The Purchaser is a duly formed and corporation validly existing limited liability company duly qualified to do business and in good standing under the State laws of Delaware and the British Virgin Islands.
(b) The Purchaser has full the requisite corporate power and authority to consummate the transactions contemplated hereby; execute and deliver this Agreement.
(bc) this This Agreement has been duly authorized by all necessary corporate action on the part of PURCHASER and has been duly executed and delivered by PURCHASER and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Purchaser. This Agreement constitutes a the legal, valid and binding obligation obligations of PURCHASER the Purchaser, enforceable against PURCHASER in accordance with the terms thereof hereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums insolvency or similar laws affecting the enforcement of creditors’ ' rights generally generally.
(d) Neither the execution or delivery of this Agreement, nor fulfillment of or compliance with the terms and provisions hereof and thereof, will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, the Articles of Incorporation or By-laws of the Purchaser, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule of regulation to which the Purchaser is subject.
(e) The Purchaser has obtained all consents, approvals and authorizations, and made all necessary declarations and filings, and provided all notices, required to consummate the transactions contemplated by legal this Agreement in the manner contemplated hereby.
(f) The Purchaser is purchasing the Shares solely for investment purposes, with no present intention of distributing or reselling any of the Shares or any interest therein. The Purchaser acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended, and equitable the rules and regulations thereunder (collectively, the "Securities Act").
(g) The Purchaser is aware of the applicable limitations under the Securities Act relating to a subsequent sale, transfer, pledge, mortgage, hypothecation, gift, assignment or other encumbrance of the Shares. The Purchaser further acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act and applicable state se curities laws or an exemption from such registration is available.
(h) The Purchaser has received from the Corporation adequate access to financial and other information concerning the Corporation and the Stock, and the Purchaser has had the opportunity to ask questions of and receive answers from the Corporation concerning the Stock and to obtain therefrom any additional information necessary to make an informed decision regarding the acquisition of the Shares.
(i) The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Shares. The investment in the Shares is suitable for the Purchaser upon the basis of the facts regarding the Purchaser's other security holdings, financial situation and needs.
(j) The Purchaser realizes that the Buyer is relying on the enforceability validity of specific remediesits representations and agreements contained herein in issuing the Shares to him without registration under the Securities Act.
Appears in 1 contract
Samples: Stock Acquisition Agreement (Gold & Appel Transfer Sa)
Representations of Purchaser. In order Purchaser hereby represents and warrants to induce SELLER Sellers the following:
(a) Purchaser is a limited liability company, duly organized, validly existing and in good standing under the laws of Mississippi, and is duly qualified to enter into transact its business in Mississippi as a foreign limited liability company;
(b) Purchaser has all requisite power and authority necessary to purchase the Assets and to execute, deliver and perform this Agreement;
(c) Purchaser is a citizen of the United States within the meaning of 46 U.S.C. Paragraph 2, authorized to own and operate the Vessel in the coastwise trade;
(d) Purchaser has had full opportunity to inspect the Resort, its various components and systems, and Purchaser is relying solely on the representations of Sellers in Article 6 and on Purchaser's own evaluation of the seaworthiness of the Vessel and the condition and suitability of the Businesses at the Resort in connection with Purchaser's agreement to purchase the Assets;
(e) all documents and information furnished by Purchaser to any of the Sellers with respect to Purchaser's financial condition, financing from BancCorp South and capability of operating a gaming establishment are true, correct and complete in all material respects;
(f) neither Purchaser, any affiliate of Purchaser nor any person providing financing for the acquisition of the Assets or Purchaser's operation of the Businesses, is now or was previously under indictment for or convicted of any criminal offense that could reasonably be expected to have a material adverse effect on Purchaser's relicensing of the Casino; and
(g) The execution, delivery and performance by Purchaser of this Agreement, PURCHASER hereby represents and warrantsthe Purchaser Note, with full knowledge that SELLER shall rely on such representations and warranties, that (a) PURCHASER each security document to which Purchaser is a duly formed party that secures the Purchaser Note, and validly existing limited liability company duly qualified other documents to do business in be executed by Purchaser pursuant hereto, (i) are within the State corporate or other powers of Delaware and has full power and authority to consummate the transactions contemplated hereby; Purchaser, (b) this Agreement has have been duly authorized by all necessary requisite action of the board of managers or other governing body of Purchaser, and (c) do not violate, conflict with or constitute a breach or default under (i) any provision of the articles of organization, operating agreement or other charter document of Purchaser, (ii) any federal, state, county or municipal law or regulation, (iii) any judgment, decree or other order of a court of competent jurisdiction applicable to Purchaser or affiliates of Purchaser, or (iv) any contract, agreement or other instrument to which Purchaser or any affiliate of Purchaser is a party, except where any such violation, conflict, breach or default will not have a material adverse effect on the part transactions contemplated by this Agreement or on the ability of PURCHASER Purchaser to perform its obligations hereunder and has been duly under each other agreement, instrument and document to be executed and delivered by PURCHASER and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior Purchaser pursuant to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Agreement constitutes a legal, valid and binding obligation of PURCHASER enforceable against PURCHASER in accordance with the terms thereof except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remedies.
Appears in 1 contract
Samples: Sale and Purchase Agreement (President Casinos Inc)
Representations of Purchaser. In order Purchaser and Parent, jointly and severally, each hereby represent and warrant to induce SELLER NCA that the following are true and correct, in all material respects, as of the date hereof:
(a) Purchaser is a corporation, duly organized, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its properties and to carry on its business as presently conducted. Parent is a corporation, duly organized, validly existing and in good standing under the laws of the State of New York, and has the power and authority to carry on its business as presently conducted. Each of Purchaser and Parent has all requisite corporate power and authority to enter into this Agreement, PURCHASER hereby represents Agreement and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that (a) PURCHASER is a duly formed and validly existing limited liability company duly qualified to do business in the State of Delaware and has full power and authority to consummate the transactions contemplated hereby; ;
(b) The execution and delivery by Purchaser and Parent of this Agreement has and the other documents referred to herein, and the performance by Purchaser and Parent of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on corporate and/or other action;
(c) This Agreement and the part of PURCHASER documents referred to herein and has been duly to be executed and delivered by PURCHASER simultaneously herewith, constitute the legal, valid, binding and neither the execution enforceable obligations of Purchaser and delivery hereofParent, nor compliance enforceable in accordance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of orits terms, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Agreement constitutes a legal, valid and binding obligation of PURCHASER enforceable against PURCHASER in accordance with the terms thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums moratorium or similar laws affecting laws, and except that no representation is made as to the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability remedy of specific remedies.performance and any other equitable relief which are each subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought;
(d) Neither the execution or delivery of this Agreement by Purchaser or Parent, as the case may be, nor the consummation of the transactions contemplated hereby by Purchaser or Parent, as the case may be, will (with or without notice or the passage of time, or both) result in: (i) a conflict with, or a breach or violation of the certificate of incorporation or by-laws of Purchaser or Parent, as the case may be; or (ii) a breach or violation of any of the terms or provisions of, or constitute a default pursuant to, any material contract or agreement to which Purchaser or Parent, as the case may be, is a party or by which any is bound, or any judgment or any law, rule, regulation or ordinance to which any of them are subject. No governmental authorization, approval, order, consent or waiting period that has not been complied with, is or was required in connection with the execution, delivery and performance of this Agreement by Purchaser and Parent; and
(e) PURCHASER HAS INDEPENDENTLY EXAMINED, TO ITS SATISFACTION, THE VALUE OF THE NON-ARTICLE 28
Appears in 1 contract
Representations of Purchaser. In order to induce SELLER to enter into this Agreement, PURCHASER The Purchaser hereby represents and warrantswarrants that effective this date and the Closing Date, the representations listed below are true and correct:
a. The Purchaser has the unqualified right to transfer and dispose of the Convertible Preferred Stock.
b. The shares of Convertible Preferred Stock constitute validly issued shares of the Purchaser, fully paid and non-assessable.
c. The Purchaser has provided the Seller with full the complete and accurate financial statements of the Purchaser from its inception until the date of this Agreement. There are no liabilities, either fixed or contingent which are not disclosed therein.
d. The Purchaser is involved in any pending litigation or governmental investigation or proceeding and, to the best knowledge that SELLER shall rely on such representations of Purchaser, no litigation, claims assessments, or governmental investigation or proceeding is threatened against the Purchaser or its properties.
e. As of the Closing Date, the Purchaser will be in good standing in its state of incorporation, and warranties, that (a) PURCHASER is a duly formed will be in good standing and validly existing limited liability company duly qualified to do business in each state where required to be so qualified.
f. To the State best of Delaware Purchaser's information, the Purchaser has complied with all state, federal and local laws in connection with its formation, issuance of securities, organization, capitalization and operations, and no contingent liabilities have been threatened or claims made, and no basis for the same exists with respect to said operations, formation or capitalization, including claims for violation of any state or federal securities laws.
g. The Purchaser and its subsidiaries has filed all governmental, tax or related returns and reports due or required to be filed and has full power and authority paid all taxes or assessments which have become due as of closing.
h. The Purchaser has not breached any agreement to consummate the transactions contemplated hereby; (b) which it is a party.
i. The Corporation has subsidiary with which it engages in business.
j. The execution of this Agreement will not violate or breach any agreement, contract, or commitment to which the Purchaser is a party and has been duly authorized by all appropriate and necessary action on the part of PURCHASER and has been duly executed and delivered by PURCHASER and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on action.
k. At the date of this AgreementAgreement Purchaser has, any other agreement or instrument and at the Closing Date, will have to which PURCHASER is a partythe best of their knowledge, specifically including any covenants disclosed all events, conditions and facts materially affecting the business and prospects of the Purchaser. Purchaser has not now and will not have, at the Closing Date, withheld knowledge of any bondssuch events, notesconditions, and facts which it knows, or other forms has reasonable grounds to know, may materially affect the business and prospects of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Agreement constitutes a legal, valid and binding obligation of PURCHASER enforceable against PURCHASER in accordance with the terms thereof except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remediesCorporation.
Appears in 1 contract
Samples: Stock Purchase Agreement (Online Gaming Systems Inc)
Representations of Purchaser. In order to induce SELLER to enter into this Agreement, PURCHASER hereby represents and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that (a) PURCHASER Purchaser represents to Seller that:
(1) Purchaser is a duly formed organized and validly legally existing limited liability company in the state of its formation and is duly qualified to do business in the State of Delaware California and has full power and authority to consummate the transactions contemplated hereby; (b) this Agreement has been duly authorized by all necessary action on the part of PURCHASER and has been duly executed and delivered by PURCHASER and neither the execution and delivery hereofby Purchaser of, nor compliance with and Purchaser's performance under, this Agreement, are within Purchaser's corporate powers and Purchaser (and the terms person(s) executing this Agreement on behalf of Purchaser) has the corporate authority to execute and provisions hereof (1) requires the approval and consent of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; deliver this Agreement.
(2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated), or (3) contravenes or results in any breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this This Agreement constitutes a the legal, valid and binding obligation of PURCHASER Purchaser enforceable against PURCHASER in accordance with the terms thereof except as enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, reorganization, moratoriums moratorium or similar laws or equitable principles affecting or limiting the enforcement rights of contracting parties generally.
(3) Performance of this Agreement will not result in any breach of, or constitute any default under, any agreement or other instrument to which Purchaser is a party.
(4) Purchaser (i) is not in receivership or dissolution, (ii) has not made any assignment for the benefit of creditors’ rights generally , (iii) has not admitted in writing its inability to pay its debts as they mature, (iv) has not been adjudicated a bankrupt, and (v) has not filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization, or an arrangement with creditors under the federal bankruptcy law, or any other similar law or statute of the United States or any state, and does not have any such petition filed against Purchaser.
(b) If Seller is aware or reasonably believes that any of the representations contained in Section 10(a) is not true and correct in any material respect as of the date hereof or at Closing, Seller may, at its option, (i) waive such misrepresentations and close this transaction, or (ii) terminate this Agreement by legal written notice thereof to Purchaser and equitable limitations to Escrow Holder and the Deposit shall be paid to Seller, in which event the parties shall have no further right or obligation hereunder except as specifically provided herein. Seller hereby acknowledges and agrees that, upon the Close of Escrow, any claim of Seller that any representation of Purchaser herein is not true and correct shall be automatically waived in full by Seller, provided the information or basis from which any such claim arises is known to Seller on or prior to the enforceability Closing.
(c) The representations of specific remediesPurchaser herein shall survive the Close of Escrow for a period of one (1) year. Any claim of Seller based on an alleged breach or failure of any of Purchaser's representations of which Seller had no knowledge as of the Closing shall be made within one (1) year following the Closing or shall automatically be null, void and of no force or effect whatsoever. For purposes hereof, a claim shall be deemed "made" only upon an official filing of an action with respect to such claim with a court of competent jurisdiction.
Appears in 1 contract
Representations of Purchaser. In order to induce SELLER to enter into this Agreement, PURCHASER hereby represents and warrants, with full knowledge that SELLER shall rely on such representations and warranties, that (a) PURCHASER The Purchaser is a duly formed and validly existing limited liability company duly qualified to do business organized, validly existing, and in good standing under the State laws of Delaware and the jurisdiction of its organization, Delaware, has full the power and authority to consummate own its assets and to transact the transactions contemplated hereby; business in which it is now engaged or proposed to be engaged in, and is duly qualified as a foreign limited liability company in good standing under the laws of each other jurisdiction in which such qualification is required.
(b) The execution, delivery, and performance by the Purchaser of this Purchase Agreement has been duly authorized by all necessary limited liability company action on the part of PURCHASER and has been duly executed do not and delivered by PURCHASER and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof will not (1) requires the approval and consent contravene Purchaser’s certificate of any Governmental Agency formation, operating agreement or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closingorganizational documents; (2) contravenes violate any existing provision of any law, rule, regulation, order, writ, judgment, governmental ruleinjunction, regulation or other requirement applicable to or binding on PURCHASER (exceptdecree, and to the extent, that any of the same are to be modified through Governmental Approvals as herein contemplated)determination, or award presently in effect having applicability to Purchaser; (3) contravenes or results result in any a breach of or, except as contemplated by this Agreement, results in the creation of any lien or encumbrance upon any property of PURCHASER constitute a default under any indenture, mortgage, deed of trust, bank indenture or loan or credit agreement or any other agreement, applicable ordinanceslease, resolutions or, on the date of this Agreement, any other agreement or instrument to which PURCHASER Purchaser is a partyparty or by which it or its properties may be bound or affected; or (4) result in, specifically including any covenants or require, the creation or imposition of any bondslien, notes, upon or other forms with respect to any of indebtedness of PURCHASER outstanding on the date hereof; and properties now owned or hereafter acquired by Purchaser.
(c) this This Purchase Agreement constitutes is a legal, valid valid, and binding obligation of PURCHASER the Purchaser, enforceable against PURCHASER the Purchaser, in accordance with its terms, except to the terms thereof except as enforceability extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or and other similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations generally.
(d) The Purchaser is not a party to any indenture, loan, or credit agreement, or to any lease or other agreement or instrument, or subject to any organizational document or restriction which could have a material adverse effect on the enforceability business, properties, assets, operations, or conditions, financial or otherwise, of specific remediesthe Purchaser, or the ability of the Purchaser to carry out its obligations under this Purchase Agreement. The Purchaser is not in default in any respect in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any agreement or instrument material to its business to which it is a party.
(e) There is no pending or threatened action or proceeding against or affecting the Purchaser before any court, governmental agency, or arbitrator, which may, in any one case or in the aggregate, materially adversely affect the financial condition, operations, properties, or business of the Purchaser or the ability of the Purchaser to perform its obligation under this Purchase Agreement.
(f) Each of the representations and warranties set forth above shall be true and correct in all material respects as of the Closing Date (as defined below) or Seller may, at its option, either waive such misrepresentation or terminate this Purchase Agreement by written notice thereof to Purchaser, in which event the parties shall have no further right or obligation hereunder. The term “Purchaser” used in this Section 3 shall, to the extent permitted hereby, include any assignee of Purchaser’s interest under this Purchase Agreement.
Appears in 1 contract
Representations of Purchaser. In order Purchaser represents and warrants that at the date hereof and at the Closing Date:
(a) It has the funds or committed financial resources necessary to induce SELLER consummate the transaction contemplated by this Agreement.
(b) There is no material litigation, judgments, or insolvency proceedings pending or, to enter into the Purchaser's knowledge, threatened against Purchaser which would impair Purchaser's right to purchase the subject assets, or which would have a material adverse effect upon Purchaser or its business
(c) They will duly comply with the provisions of New Jersey law dealing with bulk transfers, if applicable, and will pay the Bulk Sales tax due, if any, at the time of closing as well as any additional amounts billed by the State of New York in connection with the purchase of assets as provided for herein.
(d) It has adequate opportunity to observe and monitor Seller's business prior to execution of this Agreement, PURCHASER hereby and Purchaser represents and warrantsacknowledges that no representations of any kind have been made to Purchaser or their representative other than as set forth in this Agreement.
(e) Purchaser has examined the Acquired Assets agreed to be sold and is familiar with the physical condition thereof. Seller has not made and does not make any representations as to the physical condition thereof, with full knowledge except as herein specifically set forth, and Purchaser expressly acknowledges that SELLER shall rely on no such representations have been made, other than that same shall be in working order, and warrantiesPurchaser further acknowledges that they have inspected the fixtures and equipment, and agree to take the fixtures and equipment "AS IS".
(f) Purchaser has not dealt with any broker with regard to this Agreement and Purchaser agrees to indemnify Seller against and from any and all costs or expenses (including reasonable attorney's fees) incurred as a result of any claims raised by or damages awarded to any broker, by reason of acts arising out of or in connection with this transaction.
(g) Purchaser has operated its business in all material respects in accordance with all laws, ordinances, and rules relating to the business, that (a) PURCHASER is a duly formed and validly existing limited liability company duly qualified to do business in the State of Delaware and it has full power and authority to consummate the transactions contemplated hereby; (b) this Agreement has been duly authorized by all necessary action on the part of PURCHASER and has been duly executed and delivered by PURCHASER and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof (1) requires the approval and consent received no notice of any Governmental Agency or any other entity or person, except such as have been duly obtained or shall be obtained prior to Closing; (2) contravenes any existing law, judgment, governmental rule, regulation or other requirement applicable to or binding on PURCHASER (except, and to the extent, that material violation of any of the same are to be modified through Governmental Approvals as herein contemplated)foregoing, or (3) contravenes or results in any breach of or, except as that it has duly authorized the transactions contemplated by this Agreement, results in the creation of any lien and that this Agreement is enforceable and binding upon it.
(h) There are no material proceedings, judgments or encumbrance upon any property of PURCHASER under any indentureliens now pending, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions or, on the date of this Agreementto Purchaser's knowledge, any other agreement threatened against Purchaser or instrument to which PURCHASER is a party, specifically including any covenants of any bonds, notes, or other forms of indebtedness of PURCHASER outstanding on the date hereof; and (c) this Agreement constitutes a legal, valid and binding obligation of PURCHASER enforceable against PURCHASER in accordance with the terms thereof except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums or similar laws affecting the enforcement of creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remediesits business.
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