Representations, Warranties and Covenants of Sellers. Sellers represent, warrant and covenant to Buyer that: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; has full corporate power and authority to carry on its business as it is now being conducted and to own and operate the properties and assets now owned or operated by it; is duly qualified to do business and is in good standing in each jurisdiction where, in the good faith judgment of the management of the Company, the conduct of its business or the ownership of its property and assets requires such qualification. A complete and correct copy of the Articles of Incorporation of The Company together with all amendments thereto, certified by the Secretary of State of Delaware, a complete and correct copy of the By-Laws of the Company together with all amendments thereto have been delivered to Buyer. (b) The authorized capital stock of the Company consists solely of 2500 shares of Class A, no par, Common Stock. At Closing there will be 1000 shares in the aggregate issued, outstanding and owned by Sellers (hereinafter referred to as the "Sellers' Stock"). At Closing, all issued and outstanding shares will be fully paid and non-assessable and will have been issued in compliance with all applicable federal and state securities laws. (c) On the Closing Date Sellers will be the sole registered, legal and beneficial owners of the Sellers' Stock and will have good and marketable title to the Sellers' Stock, free and clear of any pledges, claims, liens, assessments, encumbrances or restrictions of any nature whatsoever, including, without limitation, existing agreements, subscriptions, options, warrants, calls, commitments or rights of any nature granting to any party an interest in or right to acquire any of the outstanding capital stock of the Company now or at the Closing Date owned by Sellers. (d) There are no outstanding securities of the Company which are convertible into shares of the Company and there exist no agreements, subscriptions, options, warrants, calls, commitments or rights to purchase shares of the Company or any such securities convertible into shares of the Company. (e) Sellers have full power and authority or will obtain all approvals necessary for them to enter into this Agreement and to transfer 51% of Sellers' Stock to Buyer upon the terms and conditions set forth herein and to vest good and marketable title to 51% of the Sellers' Stock in Buyer and upon the sale and delivery of 51% of the Sellers' Stock on the Closing Date good and marketable title thereof, free and clear of any pledges, claims, liens, assessments, encumbrances or restrictions of any nature whatsoever, shall pass to and vest in Buyer. (f) Sellers have delivered to Buyer copies of: (i) a copy of the Stock Purchase Agreement, with all exhibits appended thereto, between the Company and Robert G. Sage dated Februarx 25, 1999. (ii) a copy of the Installment Sale Agreement, with all exhibits appended thereto, between the Company and Robert G. Sage dated February 25, 1999. (iii) a copy of the Escrow Agreement, with all exhibits appended thereto, between the Company and Robert G. Sage dated Februarx 25, 1999.
Appears in 1 contract
Samples: Stock Purchase Agreement (New York Regional Rail Corp)
Representations, Warranties and Covenants of Sellers. Sellers represent, warrant and covenant to Buyer that:
(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew Jersey; has full corporate power and authority to carry on its business as it is now being conducted and to own and operate the properties and assets now owned or operated by it; is duly qualified to do business and is in good standing in each jurisdiction where, in the good faith judgment of the management of the Company, the conduct of its business or the ownership of its property and assets requires such qualification. A complete and correct copy of the Articles of Incorporation of The Company together with all amendments thereto, certified by the Secretary of State of DelawareNew Jersey, a complete and correct copy of the By-Laws of the Company together with all amendments thereto have been delivered to Buyer.
(b) The authorized capital stock of the Company consists solely of 2500 shares of Class A, no par, Common Stock. At Closing there will be 1000 shares in the aggregate issued, outstanding and owned by Sellers (hereinafter referred to as the "Sellers' Stock"). At Closing, all issued and outstanding shares will be fully paid and non-assessable and will have been issued in compliance with all applicable federal and state securities laws.
(c) On the Closing Date Sellers will be the sole registered, legal and beneficial owners of the Sellers' Stock and will have good and marketable title to the Sellers' Stock, free and clear of any pledges, claims, liens, assessments, encumbrances or restrictions of any nature whatsoever, including, without limitation, existing agreements, subscriptions, options, warrants, calls, commitments or rights of any nature granting to any party an interest in or right to acquire any of the outstanding capital stock of the Company now or at the Closing Date owned by Sellers.
(d) There are no outstanding securities of the Company which are convertible into shares of the Company and there exist no agreements, subscriptions, options, warrants, calls, commitments or rights to purchase shares of the Company or any such securities convertible into shares of the Company.
(e) Sellers have full power and authority or will obtain all approvals necessary for them to enter into this Agreement and to transfer 51% of Sellers' Stock to Buyer upon the terms and conditions set forth herein and to vest good and marketable title to 51% of the Sellers' Stock in Buyer and upon the sale and delivery of 51% of the Sellers' Stock on the Closing Date good and marketable title thereof, free and clear of any pledges, claims, liens, assessments, encumbrances or restrictions of any nature whatsoever, shall pass to and vest in Buyer. .
(f) Sellers have delivered to Buyer copies of: Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby in the manner herein provided will:
(i) a copy contravene any provision of the Stock Purchase Agreement, with all exhibits appended thereto, between Articles of Incorporation or By-Laws of the Company and Robert G. Sage dated Februarx 25, 1999.Company;
(ii) violate, be in conflict with, constitute a copy default under, cause the acceleration of any payments pursuant to or otherwise impair the good standing, validity and effectiveness of any agreement, contract, indenture, lease or mortgage, or subject any properties or assets of the Installment Sale Company to any indenture, mortgage, contract, commitment or agreement (other than the present Agreement, with all exhibits appended thereto, between ) to which Sellers or the Company and Robert G. Sage dated February 25, 1999.is a party or to which Sellers or the Company is subject; or
(iii) a copy violate any provision of law, rule, regulation, order,permit or license to which the Company is subject or pursuant to which the Company conducts its business.
(n) Neither Sellers nor the Company has offered, paid or agreed to pay, directly or indirectly, any money or anything of value to any individual who is an official or employee of any governmental agency, either federal or state, or any agency or instrumentality for the purpose of inducing that individual to use his or her influence to obtain or maintain business or any other benefit of the Escrow AgreementCompany, with all exhibits appended thereto, between nor has the Company and Robert G. Sage dated Februarx 25made any political payment or contribution in contravention of law.
(o) Sellers represent that they will make available to the Company working loan capital in the amount of One Hundred Thousand Dollars ($100,000). These funds may be reduced by Seller by all funds contributed to the Company from the date beginning March 1, 1999.
Appears in 1 contract
Samples: Stock Purchase Agreement (New York Regional Rail Corp)
Representations, Warranties and Covenants of Sellers. AND NPI AS TO NPI Sellers representand NPI each hereby, warrant represents, warrants and covenant covenants to Buyer thatas follows:
(a) The Company 3.1 NPI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; , and has full the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted and to own and operate the properties and assets now owned or operated by it; is duly qualified to do business and is in good standing in each jurisdiction where, in the good faith judgment of the management of the Company, the conduct of its business or the ownership of its property and assets requires such qualificationconducted. A complete and correct copy of the The Articles of Incorporation and Amendments and Bylaws of The Company together with all amendments theretoNPI, certified by the Secretary of State of Delaware, a are complete and correct copy accurate, and the minute books of NPI, copies of which have also been made available to Buyer, contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the Byshareholders and Board of Directors of NPI.
(a) The authorized capital stock of NPI consists of 200,000,000 shares of common stock and 10,000,000 shares of Preferred Stock of which 500,000 Class A Preferred Shares are issued and outstanding. There are 165,539,741 shares of Common Stock of NPI issued and outstanding. All such shares of capital stock of NPI are validly issued, fully paid, non-Laws assessable and free of preemptive rights. NPI has outstanding options, warrants, or other rights to purchase, or subscribe to, or other securities convertible into or exchangeable for any shares of capital stock of NPI, or contracts or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of NPI as shown on Schedule 3.2. All of the Company together with all amendments thereto outstanding shares of capital stock of NPI have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws and none of such securities were, at the time of issuance, subject to Buyerpreemptive rights. None of such issued and outstanding shares is the subject of any voting trust agreement relating to the voting thereof or restricting in any way the sale or transfer thereof.
(b) The authorized capital stock Sellers owns the Purchase Shares that they are conveying pursuant to this Agreement beneficially and of the Company consists solely of 2500 shares of Class A, no par, Common Stock. At Closing there will be 1000 shares in the aggregate issued, outstanding and owned by Sellers (hereinafter referred to as the "Sellers' Stock"). At Closing, all issued and outstanding shares will be fully paid and non-assessable and will have been issued in compliance with all applicable federal and state securities laws.
(c) On the Closing Date Sellers will be the sole registered, legal and beneficial owners of the Sellers' Stock and will have good and marketable title to the Sellers' Stockrecord, free and clear of any pledgeslien, claimspledge, lienssecurity interest or other encumbrance, assessmentsand, encumbrances or restrictions of any nature whatsoeverupon payment for the Purchase Shares as provided in this Agreement, including, without limitation, existing agreements, subscriptions, options, warrants, calls, commitments or rights of any nature granting to any party an interest in or right to the Buyer will acquire any of the outstanding capital stock of the Company now or at the Closing Date owned by Sellers.
(d) There are no outstanding securities of the Company which are convertible into shares of the Company and there exist no agreements, subscriptions, options, warrants, calls, commitments or rights to purchase shares of the Company or any such securities convertible into shares of the Company.
(e) Sellers have full power and authority or will obtain all approvals necessary for them to enter into this Agreement and to transfer 51% of Sellers' Stock to Buyer upon the terms and conditions set forth herein and to vest good and marketable valid title to 51% of the Sellers' Stock in Buyer and upon the sale and delivery of 51% of the Sellers' Stock on the Closing Date good and marketable title thereofPurchase Shares, free and clear of any pledgeslien, claimspledge, lienssecurity interest or other encumbrance. None of the Purchase Shares are the subject of any voting trust agreement or other agreement relating to the voting thereof or restricting in any way the sale or transfer thereof except for this Agreement. Sellers have full right and authority to transfer such Purchase Shares pursuant to the terms of this Agreement.
3.3 NPI does not own nor has it owned, in the last five years, any outstanding shares of capital stock or other equity interests of any partnership, joint venture, trust, corporation (other than the subsidiary CPIN07, Inc. referred to herein), limited liability company or other entity and there are no obligations of NPI to repurchase, redeem or otherwise acquire any capital stock or equity interest of another entity.
3.4 This Agreement has been duly authorized, validly executed and delivered on behalf of the Sellers and NPI and is a valid and binding agreement and obligation of NPI and Sellers enforceable against the parties in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and Sellers and NPI have complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement.
3.5 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by Sellers or NPI will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of NPI, or of any material provisions of any indenture, mortgage, deed of trust or other material agreement or instrument to which NPI or Sellers are a party, or of any material provision of any law, statute, rule, regulation, or any existing applicable decree, judgment or order by any court, federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over NPI or Sellers, or any of its material properties or assets, or will result in the creation or imposition of any material lien, charge or encumbrance upon any material property or assets of NPI pursuant to the terms of any agreement or instrument to which NPI is a party or by which NPI may be bound or to which any of NPI property is subject and no event has occurred with which lapse of time or action by a third party could result in a material breach or violation of or default by NPI or Sellers.
3.6 There is no claim, legal action, arbitration, governmental investigation or other legal or administrative proceeding, nor any order, decree or judgment in progress, pending or in effect, or to the best knowledge of the Sellers threatened against or relating to NPI or affecting any of its assets, properties, business or capital stock. There is no continuing order, injunction or decree of any court, arbitrator or governmental authority to which NPI is a party or by which NPI or its assets, properties, business or capital stock are bound.
3.7 NPI has accurately prepared and filed all federal, state and other tax returns required by law, domestic and foreign, to be filed by it, has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, encumbrances and adequate provisions have been and are reflected in the financial statements of NPI for all current taxes and other charges to which NPI is subject and which are not currently due and payable. None of the Federal income tax returns of NPI have been audited by the Internal Revenue Service or restrictions other foreign governmental tax agency. NPI has no knowledge of any nature whatsoeveradditional assessments, adjustments or contingent tax liability (whether federal or state) pending or threatened against NPI for any period, nor of any basis for any such assessment, adjustment or contingency.
3.8 NPI has delivered to Buyer unaudited financial statements dated May 15, 2008. All such statements, herein sometimes called "NPI Financial Statements" are complete and correct in all material respects and, together with the notes to these financial statements, present fairly the financial position and results of operations of NPI for the periods indicated. All financial statements of NPI have been prepared in accordance with generally accepted accounting principles.
3.9 As of the date hereof, NPI, represents and warrants that all outstanding indebtedness of NPI is as shown on the financial statements (except for legal and accounting services related to this transaction) and all such scheduled indebtedness, if any, which will be the sole responsibility of the Sellers and shall pass be paid by the Sellers at the Closing hereunder.
3.10 Since the dates of the NPI Financial Statements, there have not been any material adverse changes in the business or condition, financial or otherwise, of NPI. NPI does not have any liabilities, commitments or obligations, secured or unsecured except as shown on updated financials (whether accrued, absolute, contingent or otherwise).
3.11 NPI is not a party to any contract performable in the future, except as shown on Schedule 3.11.
3.12 The representations and vest in Buyer. (f) Sellers warranties of the NPI shall be true and correct as of the date hereof.
3.13 NPI will have delivered to Buyer, all of its corporate books and records for review by buyer and its counsel. If Buyer copies of: (i) is not satisfied with its review, it may cancel this contract in its sole discretion.
3.14 NPI has no employee benefit plan in effect at this time, except as follows on Schedule 3.14.
3.15 No representation or warranty by NPI or the Sellers in this Agreement, or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading.
3.16 Buyer has received a copy of Financial Statements as of May 15, 2008 (unaudited), which exclude the Stock Purchase Agreementfinancials of CPIN07, with all exhibits appended thereto, between Inc. the Company and Robert G. Sage dated Februarx 25, 1999subsidiary since it has filed bankruptcy.
(ii) a copy 3.17 The Buyer has not received any general solicitation or general advertising regarding the shares of Seller's common stock.
3.18 NPI has conducted no business, only through its subsidiary CPIN07, Inc. which subsidiary has now declared Chapter 7 Bankruptcy, and has incurred no liabilities except as shown on the financial statements which shall be paid at closing by from the proceeds from the purchase of the Installment Sale Agreementcommon shares of the company by Buyer, or in the case of legal fees, partially paid ($25,000) at closing with all exhibits appended thereto, between the Company and Robert G. Sage dated February 25, 1999balance paid in form acceptable to said attorney.
(iii) a copy 3.19 There have been no material changes, debts, or liabilities incurred by NPI since the date of the Escrow Agreementfinancial statements dated May 15, with all exhibits appended thereto, between the Company and Robert G. Sage dated Februarx 25, 19992008.
Appears in 1 contract
Samples: Share Purchase Agreement (Infinity Capital Group, Inc.)
Representations, Warranties and Covenants of Sellers. AND NPI AS TO NPI Sellers representand NPI each hereby, warrant represents, warrants and covenant covenants to Buyer thatas follows:
(a) The Company 3.1 NPI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; , and has full the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted and to own and operate the properties and assets now owned or operated by it; is duly qualified to do business and is in good standing in each jurisdiction where, in the good faith judgment of the management of the Company, the conduct of its business or the ownership of its property and assets requires such qualificationconducted. A complete and correct copy of the The Articles of Incorporation and Amendments and Bylaws of The Company together with all amendments theretoNPI, certified by the Secretary of State of Delaware, a are complete and correct copy accurate, and the minute books of NPI, copies of which have also been made available to Buyer, contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the Byshareholders and Board of Directors of NPI.
(a) The authorized capital stock of NPI consists of 200,000,000 shares of common stock and 10,000,000 shares of Preferred Stock of which no Class A Preferred Shares are issued and outstanding. There are 7,061,385 shares of Common Stock of NPI issued and outstanding. All such shares of capital stock of NPI are validly issued, fully paid, non-Laws assessable and free of preemptive rights. NPI has outstanding options, warrants, or other rights to purchase, or subscribe to, or other securities convertible into or exchangeable for any shares of capital stock of NPI, or contracts or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of NPI as shown on Schedule 3.2. All of the Company together with all amendments thereto outstanding shares of capital stock of NPI have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws and none of such securities were, at the time of issuance, subject to Buyerpreemptive rights. None of such issued and outstanding shares is the subject of any voting trust agreement relating to the voting thereof or restricting in any way the sale or transfer thereof.
(b) The authorized capital stock Sellers owns the Purchase Shares that they are conveying pursuant to this Agreement beneficially and of the Company consists solely of 2500 shares of Class A, no par, Common Stock. At Closing there will be 1000 shares in the aggregate issued, outstanding and owned by Sellers (hereinafter referred to as the "Sellers' Stock"). At Closing, all issued and outstanding shares will be fully paid and non-assessable and will have been issued in compliance with all applicable federal and state securities laws.
(c) On the Closing Date Sellers will be the sole registered, legal and beneficial owners of the Sellers' Stock and will have good and marketable title to the Sellers' Stockrecord, free and clear of any pledgeslien, claimspledge, lienssecurity interest or other encumbrance, assessmentsand, encumbrances or restrictions of any nature whatsoeverupon payment for the Purchase Shares as provided in this Agreement, including, without limitation, existing agreements, subscriptions, options, warrants, calls, commitments or rights of any nature granting to any party an interest in or right to the Buyer will acquire any of the outstanding capital stock of the Company now or at the Closing Date owned by Sellers.
(d) There are no outstanding securities of the Company which are convertible into shares of the Company and there exist no agreements, subscriptions, options, warrants, calls, commitments or rights to purchase shares of the Company or any such securities convertible into shares of the Company.
(e) Sellers have full power and authority or will obtain all approvals necessary for them to enter into this Agreement and to transfer 51% of Sellers' Stock to Buyer upon the terms and conditions set forth herein and to vest good and marketable valid title to 51% of the Sellers' Stock in Buyer and upon the sale and delivery of 51% of the Sellers' Stock on the Closing Date good and marketable title thereofPurchase Shares, free and clear of any pledgeslien, claimspledge, liens, assessments, encumbrances security interest or restrictions other encumbrance. None of the Purchase Shares are the subject of any nature whatsoever, shall pass voting trust agreement or other agreement relating to and vest the voting thereof or restricting in Buyerany way the sale or transfer thereof except for this Agreement. (f) Sellers have full right and authority to transfer such Purchase Shares pursuant to the terms of this Agreement.
3.3 NPI does not own nor has it owned, in the last five years, any outstanding shares of capital stock or other equity interests of any partnership, joint venture, trust, corporation (other than the subsidiary CPIN07, Inc. referred to herein), limited liability company or other entity and there are no obligations of NPI to repurchase, redeem or otherwise acquire any capital stock or equity interest of another entity.
3.4 This Agreement has been duly authorized, validly executed and delivered to Buyer copies of: (i) a copy on behalf of the Stock Purchase Sellers and NPI and is a valid and binding agreement and obligation of NPI and Sellers enforceable against the parties in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and Sellers and NPI have complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement, with all exhibits appended thereto, between the Company and Robert G. Sage dated Februarx 25, 1999.
(ii) a copy of the Installment Sale Agreement, with all exhibits appended thereto, between the Company and Robert G. Sage dated February 25, 1999.
(iii) a copy of the Escrow Agreement, with all exhibits appended thereto, between the Company and Robert G. Sage dated Februarx 25, 1999.
Appears in 1 contract
Samples: Share Purchase Agreement (Infinity Capital Group, Inc.)
Representations, Warranties and Covenants of Sellers. Sellers and JSJ hereby represent, warrant and covenant to Buyer thatas follows:
(a) The Company 3.1 JSJ is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; Nevada, and has full the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted conducted. The Articles of Incorporation and Amendments and Bylaws of JSJ, copies of which have been delivered to Buyer, are complete and accurate, and the minute books of JSJ, copies of which have also been delivered to Buyer, contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and Board of Directors of JSJ.
3.2 The authorized capital stock of JSJ consists of 25,000,000 shares of common stock. There are 672,000 shares of Common Stock issued and outstanding. All such shares of capital stock of JSJ are validly issued, fully paid and nonassessable. JSJ has no outstanding options, warrants, or other rights to purchase, or subscribe to, or other securities convertible into or exchangeable for any shares of capital stock of JSJ, or contracts or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of JSJ. All of the outstanding shares of capital stock of JSJ have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws and none of such securities were, at the time of issuance, subject to preemptive rights.
3.3 JSJ does not own nor has it ever owned any outstanding shares of capital stock or other equity interests of any partnership, joint venture, trust, corporation, limited liability company or other entity and operate there are no obligations of JSJ to repurchase, redeem or otherwise acquire any capital stock or equity interest of another entity.
3.4 This Agreement has been duly authorized, validly executed and delivered on behalf of the properties Sellers and assets now owned or operated by it; is duly qualified to do business JSJ and is in good standing in each jurisdiction where, in the good faith judgment a valid and binding agreement and obligation of the management Sellers and JSJ enforceable against each Seller, jointly and severally, and against JSJ in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Sellers and JSJ each have complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement.
3.5 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the Company, the conduct of its business transactions contemplated herein by JSJ will conflict with or the ownership of its property and assets requires such qualification. A complete and correct copy result in a breach or violation of the Articles of Incorporation or Bylaws of The Company together JSJ, or of any material provisions of any indenture, mortgage, deed of trust or other material agreement or instrument to which JSJ is a party or by which it or any of its material properties or assets are bound, or of any material provision of any law, statute, rule, regulation, or any existing applicable decree, judgment or order by any court, federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over JSJ, or any of its material properties or assets, or will result in the creation or imposition of any material lien, charge or encumbrance upon any material property or assets of JSJ pursuant to the terms of any agreement or instrument to which JSJ is a party or by which JSJ may be bound or to which any of JSJ property is subject and no event has occurred with which lapse of time or action by a third party could result in a material breach or violation of or default by JSJ.
3.6 Except as disclosed herein, and based upon the representations and warranties of the Buyer set forth herein, no authorization, consent, approval, exemption or other action by or notice to any government entity or filing with or consent of any governmental body is required for the sale of the Purchase Shares to Buyer pursuant to this Agreement.
3.7 There is no claim, legal action, arbitration, governmental investigation or other legal or administrative proceeding, nor any order, decree or judgment in progress, pending or in effect, or to the best knowledge of the Sellers threatened against or relating to JSJ or affecting any of its assets, properties, business or capital stock. There is no continuing order, injunction or decree of any court, arbitrator or governmental authority to which JSJ is a party or by which JSJ or its assets, properties, business or capital stock are bound.
3.8 JSJ has accurately prepared and filed all amendments theretoFederal, certified state and other tax returns required by law, domestic and foreign, to be filed by it, has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the financial statements of JSJ for all current taxes and other charges to which JSJ is subject and which are not currently due and payable. None of the Federal income tax returns of JSJ have been audited by the Secretary Internal Revenue Service or other foreign governmental tax agency. JSJ has no knowledge of State any additional assessments, adjustments or contingent tax liability (whether federal or state) pending or threatened against JSJ for any period, nor of Delawareany basis for any such assessment, a complete and correct copy of the By-Laws of the Company together with all amendments thereto have been delivered to Buyeradjustment or contingency.
(b) The authorized capital stock of 3.9 Sellers are the Company consists solely of 2500 shares of Class Alegal, no par, Common Stock. At Closing there will be 1000 shares in the aggregate issued, outstanding beneficial and owned by Sellers (hereinafter referred to as the "Sellers' Stock"). At Closing, all issued and outstanding shares will be fully paid and non-assessable and will have been issued in compliance with all applicable federal and state securities laws.
(c) On the Closing Date Sellers will be the sole registered, legal and beneficial registered owners of the Sellers' Stock and will have good and marketable title to the Sellers' StockPurchase Shares, free and clear of any pledges, claims, liens, assessmentscharges, encumbrances or restrictions of any nature whatsoeverencumbrances, includingvoting trusts, without limitation, existing agreements, subscriptions, options, warrants, calls, commitments shareholder agreements or rights of any nature granting kind granted to any party an person or entity, or any interest in or the right to purchase or otherwise acquire any of the outstanding capital stock Purchase Shares from the Sellers at any time upon the happening of any stated event and may transfer such shares without the consent of any third party. Upon closing of the Company now or at transactions contemplated hereby, the Closing Date owned by Sellers.
(d) There are no outstanding securities of Buyer will acquire all right, title and interest in the Company which are convertible into shares of the Company and there exist no agreements, subscriptions, options, warrants, calls, commitments or rights to purchase shares of the Company or any such securities convertible into shares of the Company.
(e) Sellers have full power and authority or will obtain all approvals necessary for them to enter into this Agreement and to transfer 51% of Sellers' Stock to Buyer upon the terms and conditions set forth herein and to vest good and marketable title to 51% of the Sellers' Stock in Buyer and upon the sale and delivery of 51% of the Sellers' Stock on the Closing Date good and marketable title thereofPurchase Shares, free and clear of any pledges, claims, all liens, assessmentscharges or encumbrances and will have all of Seller's entire right, encumbrances or restrictions of any nature whatsoever, shall pass title and interest in and to and vest in Buyerthe Purchase Shares. (f) All Purchase Shares owned by Sellers have is set forth hereto on Schedule "A."
3.10 JSJ has delivered to Buyer copies of: audited financial statements dated Oct. 31 1999. All such statements, herein sometimes called "JSJs Financial Statements" are (iand will be) a copy complete and correct in all material respects and, together with the notes to these financial statements, present fairly the financial position and results of operations of JSJ for the periods indicated. All financial statements of JSJ have been prepared in accordance with generally accepted accounting principles.
3.11 As of the Stock Purchase date hereof, the total indebtedness of JSJ is $7,500. JSJ and the Sellers hereby, jointly and severally, represent and warrant that all outstanding indebtedness of JSJ shall have been paid and released prior to the closing of the transactions hereby and that there are no outstanding liens, charges or encumbrances on the assets of JSJ.
3.12 Since the dates of the JSJs Financial Statements, there have not been any material adverse changes in the business or condition, financial or otherwise, of JSJ. JSJs does not have any material liabilities, commitments or obligations, secured or unsecured except as shown on updated financials (whether accrued, absolute, contingent or otherwise).
3.13 JSJ is not a party to any contract performable in the future.
3.14 The representations and warranties of the Sellers and JSJ shall be true and correct as of the date hereof.
3.15 JSJ shall deliver to Buyer, all of its corporate books and records for review.
3.16 JSJ has no employee benefit plan in effect at this time.
3.17 No representation or warranty by JSJ or the Sellers in this Agreement, or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading.
3.18 Sellers or JSJ have delivered, to Buyer true and correct copies of a Form 10SB declared effective by the Securities and Exchange Commission ("SEC") and each of its other reports to shareholders filed with all exhibits appended thereto, between the Company and Robert G. Sage dated Februarx 25SEC for the year ended December 31, 1999. JSJ is a registered company under the Securities Exchange Act of 1934, as amended.
3.19 JSJ has duly filed all reports required to be filed by it under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (ii) a copy the "Federal Securities Laws"). No such reports, or any reports sent to the shareholders of JSJ generally contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the Installment Sale Agreementcircumstances under which they were made, with all exhibits appended thereto, between the Company and Robert G. Sage dated February 25, 1999not misleading.
(iii3.20 Each Seller is an "accredited investor" as such term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended.
3.21 Each Seller is acquiring the shares of common stock of Buyer comprising the Consideration for the account of such Seller, for investment purposes only, and not with a copy view towards the resale or redistribution thereof.
3.22 The Sellers have not received any general solicitation or general advertising regarding the shares of Buyer's common stock comprising the Escrow Agreement, with all exhibits appended thereto, between the Company and Robert G. Sage dated Februarx 25, 1999Consideration.
Appears in 1 contract
Representations, Warranties and Covenants of Sellers. Sellers represent, warrant and covenant to Buyer that:AS TO ADVANCED CEILING ---------------------------------------------------------------------------
(a) The Company 3.1 Advanced Ceiling is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; Colorado, and has full the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted conducted. The Articles of Incorporation and Amendments and Bylaws of Advanced Ceiling, copies of which have been delivered to Buyer, are complete and accurate, and the minute books of Advanced Ceiling, copies of which have also been delivered to Buyer, contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and Board of Directors of Advanced Ceiling.
3.2 The authorized capital stock of Advanced Ceiling consists of 50,000,000 shares of common stock. There are 660 shares of Common Stock issued and outstanding. All such shares of capital stock of Advanced Ceiling are validly issued, fully paid and nonassessable. Advanced Ceiling has no outstanding options, warrants, or other rights to purchase, or subscribe to, or other securities convertible into or exchangeable for any shares of capital stock of Advanced Ceiling, or contracts or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of Advanced Ceiling. All of the outstanding shares of capital stock of Advanced Ceiling have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws and none of such securities were, at the time of issuance, subject to preemptive rights.
3.3 Advanced Ceiling does not own nor has it ever owned any outstanding shares of capital stock or other equity interests of any partnership, joint venture, trust, corporation, limited liability company or other entity and operate there are no obligations of Advanced Ceiling to repurchase, redeem or otherwise acquire any capital stock or equity interest of another entity.
3.4 This Agreement has been duly authorized, validly executed and delivered on behalf of the properties Sellers and assets now owned or operated by it; is duly qualified to do business Advanced Ceiling and is in good standing in each jurisdiction where, in the good faith judgment a valid and binding agreement and obligation of the management Sellers and Advanced Ceiling enforceable against each Seller, jointly and severally, and against Advanced Ceiling in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Sellers and Advanced Ceiling each have complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement.
3.5 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the Company, the conduct of its business transactions contemplated herein by Advanced Ceiling will conflict with or the ownership of its property and assets requires such qualification. A complete and correct copy result in a breach or violation of the Articles of Incorporation or Bylaws of The Company together Advanced Ceiling, or of any material provisions of any indenture, mortgage, deed of trust or other material agreement or instrument to which Advanced Ceiling is a party or by which it or any of its material properties or assets are bound, or of any material provision of any law, statute,
3.6 Except as disclosed herein, and based upon the representations and warranties of the Buyer set forth herein, no authorization, consent, approval, exemption or other action by or notice to any government entity or filing with or consent of any governmental body is required for the sale of the Purchase Shares to Buyer pursuant to this Agreement.
3.7 There is no claim, legal action, arbitration, governmental investigation or other legal or administrative proceeding, nor any order, decree or judgment in progress, pending or in effect, or to the best knowledge of the Sellers threatened against or relating to Advanced Ceiling or affecting any of its assets, properties, business or capital stock. There is no continuing order, injunction or decree of any court, arbitrator or governmental authority to which Advanced Ceiling is a party or by which Advanced Ceiling or its assets, properties, business or capital stock are bound.
3.8 Advanced Ceiling has accurately prepared and filed all amendments theretoFederal, certified state and other tax returns required by law, domestic and foreign, to be filed by it, has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the financial statements of Advanced Ceiling for all current taxes and other charges to which Advanced Ceiling is subject and which are not currently due and payable. None of the Federal income tax returns of Advanced Ceiling have been audited by the Secretary Internal Revenue Service or other foreign governmental tax agency. Advanced Ceiling has no knowledge of State any additional assessments, adjustments or contingent tax liability (whether federal or state) pending or threatened against Advanced Ceiling for any period, nor of Delawareany basis for any such assessment, a complete and correct copy of the By-Laws of the Company together with all amendments thereto have been delivered to Buyeradjustment or contingency.
(b) The authorized capital stock of 3.9 Sellers are the Company consists solely of 2500 shares of Class Alegal, no par, Common Stock. At Closing there will be 1000 shares in the aggregate issued, outstanding beneficial and owned by Sellers (hereinafter referred to as the "Sellers' Stock"). At Closing, all issued and outstanding shares will be fully paid and non-assessable and will have been issued in compliance with all applicable federal and state securities laws.
(c) On the Closing Date Sellers will be the sole registered, legal and beneficial registered owners of the Sellers' Stock and will have good and marketable title to the Sellers' StockPurchase Shares, free and clear of any pledges, claims, liens, assessmentscharges, encumbrances or restrictions of any nature whatsoeverencumbrances, includingvoting trusts, without limitation, existing agreements, subscriptions, options, warrants, calls, commitments shareholder agreements or rights of any nature granting kind granted to any party an person or entity, or any interest in or the right to purchase or otherwise acquire any of the outstanding capital stock Purchase Shares from the Sellers at any time upon the happening of any stated event and may transfer such shares without the consent of any third party. Upon closing of the Company now or at transactions contemplated hereby, the Closing Date owned by Sellers.
(d) There are no outstanding securities of Buyer will acquire all right, title and interest in the Company which are convertible into shares of the Company and there exist no agreements, subscriptions, options, warrants, calls, commitments or rights to purchase shares of the Company or any such securities convertible into shares of the Company.
(e) Sellers have full power and authority or will obtain all approvals necessary for them to enter into this Agreement and to transfer 51% of Sellers' Stock to Buyer upon the terms and conditions set forth herein and to vest good and marketable title to 51% of the Sellers' Stock in Buyer and upon the sale and delivery of 51% of the Sellers' Stock on the Closing Date good and marketable title thereofPurchase Shares, free and clear of any pledges, claims, all liens, assessmentscharges or encumbrances and will have all of Seller's entire right, encumbrances or restrictions of any nature whatsoever, shall pass title and interest in and to and vest in Buyerthe Purchase Shares. (f) All Purchase Shares owned by Sellers have delivered to Buyer copies of: (i) a copy of the Stock Purchase Agreement, with all exhibits appended thereto, between the Company and Robert G. Sage dated Februarx 25, 1999is set forth hereto on Schedule 3.9.
(ii) a copy of the Installment Sale Agreement, with all exhibits appended thereto, between the Company and Robert G. Sage dated February 25, 1999.
(iii) a copy of the Escrow Agreement, with all exhibits appended thereto, between the Company and Robert G. Sage dated Februarx 25, 1999.
Appears in 1 contract
Samples: Share Purchase Agreement (Advanced Ceiling Supplies Inc)
Representations, Warranties and Covenants of Sellers. and AZN as to AZN Sellers and AZN each hereby, represent, warrant and covenant to Buyer thatas follows:
(a) The Company 3.1 AZN is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; Nevada, and has full the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted and to own and operate the properties and assets now owned or operated by it; is duly qualified to do business and is in good standing in each jurisdiction where, in the good faith judgment of the management of the Company, the conduct of its business or the ownership of its property and assets requires such qualificationconducted. A complete and correct copy of the The Articles of Incorporation and Amendments and Bylaws of The Company together with all amendments theretoAZN, certified by the Secretary of State of Delaware, a are complete and correct copy accurate, and the minute books of AZN, copies of which have also been made available to Buyer, contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the By-Laws shareholders and Board of Directors of AZN.
(a) The authorized capital stock of AZN consists of 50,000,000 shares of common stock; and 5 million shares of preferred is authorized but none are oustanding. There are 6,000,000 shares of Common Stock of AZN issued and outstanding. All such shares of capital stock of AZN are free and were originally issued free of preemptive rights. AZN has no outstanding options, warrants, or other rights to purchase, or subscribe to, or other securities convertible into or exchangeable for any shares of capital stock of AZN, or contracts or arrangements of any kind relating to the Company together with all amendments thereto have been delivered to Buyerissuance, sale or transfer of any capital stock or other equity securities of AZN.
(b) The authorized capital stock Sellers own the Purchase Shares and are conveying them to Buyer hereunder free and clear of any lien, pledge, security interest or other encumbrance, and, upon payment for the Company consists solely of 2500 shares of Class APurchase Shares as provided in this Agreement, no par, Common Stock. At Closing there the Buyer will be 1000 shares in the aggregate issued, outstanding and owned by Sellers (hereinafter referred to as the "Sellers' Stock"). At Closing, all issued and outstanding shares will be fully paid and non-assessable and will have been issued in compliance with all applicable federal and state securities laws.
(c) On the Closing Date Sellers will be the sole registered, legal and beneficial owners of the Sellers' Stock and will have acquire good and marketable valid title to the Sellers' StockPurchase Shares, free and clear of any pledgeslien, claimspledge, lienssecurity interest or other encumbrance. None of the Purchase Shares are the subject of any voting trust agreement or other agreement relating to the voting thereof or restricting in any way the sale or transfer thereof except for this Agreement. Each Seller has full right and authority to transfer such Purchase Shares pursuant to the terms of this Agreement.
3.3 AZN does not own nor has it owned, in the last five years, any outstanding shares of capital stock or other equity interests of any partnership, joint venture, trust, corporation, limited liability company or other entity and there are no obligations of AZN to repurchase, redeem or otherwise acquire any capital stock or equity interest of another entity.
3.4 This Agreement has been duly authorized, validly executed and delivered on behalf of the Sellers and AZN and is a valid and binding agreement and obligation of AZN and Sellers enforceable against the parties in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights.
3.5 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by Sellers or AZN will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of AZN, or of any material provisions of any indenture, mortgage, deed of trust or other material agreement or instrument to which AZN or Sellers are a party, nor will result in the creation or imposition of any material lien, charge or encumbrance upon any material property or assets of AZN pursuant to the terms of any agreement or instrument to which AZN is a party or by which AZN may be bound or to which any of AZN property is subject, and no event has occurred with which lapse of time or action by a third party could result in a material breach or violation of or default by AZN or Sellers.
3.6 There is no claim, legal action, arbitration, governmental investigation or other legal or administrative proceeding, nor any order, decree or judgment in progress, pending or in effect, or to the best knowledge of the Sellers threatened against or relating to AZN or affecting any of its assets, properties, business or capital stock. There is no continuing order, injunction or decree of any court, arbitrator or governmental authority to which AZN is a party or by which AZN or its assets, properties, business or capital stock are bound.
3.7 AZN has never had income or operations, nor paid wages or other compensation, and has never been required to file and has not filed any federal or state income tax or other tax returns. AZN has no knowledge of any additional assessments, encumbrances adjustments or restrictions contingent tax liability (whether federal or state) pending or threatened against AZN for any period, nor of any nature whatsoeverbasis for any such assessment, includingadjustment or contingency.
3.8 AZN has delivered to Buyer audited financial statements dated March 31, without limitation2002 and 2001, existing agreementsand all unaudited financial statement prepared subsequent to March 31, subscriptions2002, optionswhich have been filed with the SEC as part of quarterly reports on Form 10-QSB. All such statements, warrantsherein sometimes called "AZN Financial Statements" are complete and correct in all material respects and, callstogether with the notes to these financial statements, present fairly the financial position and results of operations of AZN for the periods indicated. All financial statements of AZN have been prepared in accordance with generally accepted accounting principles.
3.9 As of the date hereof, AZN, represents and warrants that all outstanding indebtedness of AZN is as shown on the financial statements (except for legal and accounting services related to this transaction) and all such scheduled indebtedness, if any, which will be the sole responsibility of the Sellers and shall be paid by the Sellers at the Closing hereunder.
3.10 Since the dates of the AZN Financial Statements, there have not been any material adverse changes in the business or condition, financial or otherwise, of AZN. AZN does not have any liabilities, commitments or rights of any nature granting obligations, secured or unsecured except as shown on updated financials (whether accrued, absolute, contingent or otherwise).
3.11 AZN is not a party to any party an interest contract performable in or right to acquire any the future.
3.12 The representations and warranties of the outstanding capital stock AZN shall be true and correct as of the Company now or at the Closing Date owned by Sellersdate hereof.
(d) There are no outstanding securities of the Company which are convertible into shares of the Company and there exist no agreements, subscriptions, options, warrants, calls, commitments or rights to purchase shares of the Company or any such securities convertible into shares of the Company.
(e) Sellers have full power and authority or 3.13 AZN will obtain all approvals necessary for them to enter into this Agreement and to transfer 51% of Sellers' Stock to Buyer upon the terms and conditions set forth herein and to vest good and marketable title to 51% of the Sellers' Stock in Buyer and upon the sale and delivery of 51% of the Sellers' Stock on the Closing Date good and marketable title thereof, free and clear of any pledges, claims, liens, assessments, encumbrances or restrictions of any nature whatsoever, shall pass to and vest in Buyer. (f) Sellers have delivered to Buyer copies of: (i) a copy Buyer, all of its corporate books and records for review.
3.14 AZN has no employee benefit plan in effect at this time.
3.15 No representation or warranty by AZN or the Stock Purchase Sellers in this Agreement, with all exhibits appended thereto, between the Company and Robert G. Sage dated Februarx 25, 1999or any certificate delivered pursuant hereto contains any untrue statement of a material fact.
3.16 Buyer has received copies of Form 10-KSB as filed with the Securities and Exchange Commission (ii"SEC") which included audits for the year ended March 31, 2002 and each of its other reports to shareholders filed with the SEC through the period ended March 28, 2003. AZN is a copy registered company under the Securities Exchange Act of the Installment Sale Agreement1934, with all exhibits appended thereto, between the Company and Robert G. Sage dated February 25, 1999as amended.
(iii) a copy of the Escrow Agreement, with all exhibits appended thereto, between the Company and Robert G. Sage dated Februarx 25, 1999.
Appears in 1 contract
Representations, Warranties and Covenants of Sellers. Sellers AS TO MJAC These representations or warranties are made by SELLERS as individuals, and as officers and directors of MJAC. SELLERS hereby represent, warrant warrant, and covenant to Buyer thatBUYER as follows:
(a) The Company 3.1 MJAC is a corporation duly organized, validly existing and in good standing under the laws of Maryland, and has the State of Delaware; has full corporate power and authority to carry on its business as it is now being conducted and to own and operate the properties and assets now owned or operated by it; is duly qualified to do business and is in good standing in each jurisdiction where, in the good faith judgment of the management of the Company, the conduct of its business or the ownership of its property and assets requires such qualificationconducted. A complete and correct copy of the The Articles of Incorporation of The Company together with all amendments theretoMJAC and amendments, certified by the Secretary copies of State of Delaware, a complete and correct copy of the By-Laws of the Company together with all amendments thereto which have been delivered to BuyerBUYER, are complete and accurate, and the minute books of MJAC, which will be delivered to BUYER contain a complete and accurate record of all material actions taken at, all meetings of the shareholders and Board of Directors of MJAC.
(b) 3.2 The aggregate number of shares which MJAC is authorized capital stock to issue is 100,000 shares with a par value of the Company consists solely $.01 per share, of 2500 which, 100 shares of Class A, no par, Common Stock. At Closing there will be 1000 shares in the aggregate issued, outstanding and owned by Sellers (hereinafter referred to as the "Sellers' Stock"). At Closing, all are issued and outstanding outstanding. Such shares will be are fully paid and non-assessable and will have been issued in compliance with all applicable federal and state assessable. MJAC has no outstanding options, warrants or other rights to purchase, or subscribe to, or securities lawsconvertible into or exchangeable for any shares of capital stock.
(c) On the Closing Date Sellers will be the sole registered3.3 SELLERS have complete and unrestricted power to enter into and, legal and beneficial owners upon receipt of the Sellers' Stock and will have good and marketable title appropriate approvals as required by law, to consummate the Sellers' Stock, transactions contemplated by this Agreement.
3.4 SELLERS own the common shares of MJAC free and clear of all liens and encumbrances, and are authorized to sell such shares to BUYER, subject only to the pledge agreements and debts recited hereinafter
3.5 SELLERS who represent MJAC shall not enter into or consummate any pledgestransactions other than those required in the normal course of business, claims, liens, assessments, encumbrances or restrictions of any nature whatsoever, including, without limitation, existing agreements, subscriptions, options, warrants, calls, commitments or rights of any nature granting prior to any party an interest in or right to acquire any of the outstanding capital stock of the Company now or at the Closing Date owned by Sellersand will pay no dividend, or increase the compensation of officers and will not enter into any other business agreement or transaction, prior to closing date.
3.6 The representations and warranties of SELLERS shall be true and correct as of the date hereof and as of the Closing Date.
3.7 SELLERS have delivered to buyer all of the corporate books and records of MJAC for review. SELLERS will also deliver to buyer on or before the Closing Date any reports relating to the financial and business condition of MJAC which occur after the date of this Agreement and any other reports sent generally to its shareholders after the date of this Agreement.
3.8 No representation or warranty by SELLERS in this Agreement or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading.
3.9 Buyer shall have the ability to appoint 1 board member to MJAC's Board of Directors once they own 51% of Seller.
3.10 SELLERS have delivered to buyer financial statements of MJAC. All such financial statements, herein sometimes called " Financial Statements" are (dand will be) complete and correct in all material respects and, together with the notes to these financial statements, present fairly the financial position and results of operations of the periods indicated. All financial statements of MJAC will have been prepared in accordance with generally accepted accounting principles, and will be "unqualified" except as to "going concern."
3.11 Since the dates of the MJAC Financial Statements, there have not been any material adverse changes in the business or condition, financial or otherwise, of MJAC. MJAC does not have any material liabilities or obligations, secured or unsecured, except as shown in the financial statements.
3.12 There are no outstanding securities pending legal proceedings or regulatory proceedings involving MJAC, there are no legal proceedings or regulatory proceedings involving material claims pending, or, to the knowledge of the Company officers of MJAC, threatened against MJAC or affecting any of their assets or properties, and MJAC is not in any material breach or violation of or default under any contract or instrument to which are convertible into shares of the Company and there exist no agreements, subscriptions, options, warrants, calls, commitments or rights to purchase shares of the Company or any such securities convertible into shares of the CompanyMJAC is a party.
(e) Sellers have full power and authority or will obtain all approvals necessary for them to 3.13 MJAC shall not enter into this Agreement and or consummate any transactions prior to transfer 51% of Sellers' Stock to Buyer upon the terms and conditions set forth herein and to vest good and marketable title to 51% of the Sellers' Stock in Buyer and upon the sale and delivery of 51% of the Sellers' Stock on the Closing Date good and marketable title thereofwill pay no dividend, free or increase the compensation of officers and clear will not enter into any agreement or transaction, without consent of any pledges, claims, liens, assessments, encumbrances or restrictions BUYER.
3.14 The representations and warranties of any nature whatsoever, SELLERS shall pass to be true and vest in Buyer. (f) Sellers have delivered to Buyer copies of: (i) a copy correct as of the Stock Purchase date hereof and as of the Closing Date.
3.15 MJAC has no employee benefit plan in effect at this time.
3.16 No representation or warranty in this Agreement, with all exhibits appended thereto, between the Company and Robert G. Sage dated Februarx 25, 1999or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading.
(ii) a copy of the Installment Sale Agreement, with all exhibits appended thereto, between the Company and Robert G. Sage dated February 25, 1999.
(iii) a copy of the Escrow Agreement, with all exhibits appended thereto, between the Company and Robert G. Sage dated Februarx 25, 1999.
Appears in 1 contract
