SELLER'S REPRESENTATIONS AND COVENANTS. Seller represents and warrants that (a) (i) Seller is a company duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) Seller owns, with exclusive rights to control, all of the Collateral, free and clear of all Encumbrances, except as created by this Security Agreement, and has the power to transfer and grant the security interests hereunder; (c) Buyer’s security interest in the Collateral is a valid, first-priority security interest, and (d) no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or other person or entity is required for the grant by Seller of the first-priority security interest granted hereby or for the execution, delivery, and performance of this Security Agreement by Seller other than (i) any such authorizations, approvals, actions, notices, or filings that have been obtained or made, or (ii) the filing by Buyer of the UCC Financing Statements. Seller (or any predecessors by merger or otherwise) has not, within the four (4) month period preceding the date hereof, had a different name or address from the name and address of Seller listed on the signature page hereof. Seller covenants that (a) it shall not change its name or form of organization, or take any other action that results in a change of the jurisdiction of organization of Seller, or change its chief executive officer, without giving Buyer at least thirty days’ prior written notice of any such action; and (b) Seller shall promptly, and in any event within two (2) business days after the same is acquired by it, notify Buyer of any future Commercial Tort Claim acquired by Seller with respect to the Claims and shall execute and deliver to Buyer such documents as Buyer shall request to perfect, preserve, or protect the liens, rights, and remedies of Buyer with respect to any such Commercial Tort Claim.
SELLER'S REPRESENTATIONS AND COVENANTS. Seller represents, warrants and covenants to Buyer as follows:
(i) Seller has been duly incorporated and is validly existing and in good standing under the laws of the State of New York, with full corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to register or qualify is not reasonably anticipated to have a material adverse effect on the condition (financial or other), business, properties, net worth or results of operations of Seller and its subsidiaries taken as a whole;
(ii) Seller has registered shares of its Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is in full compliance with all reporting requirements of the Exchange Act, and the Common Stock is quoted on the Nasdaq National Market (trading symbol ISEE);
(iii) Seller has delivered to Xxxxx Xxxxxx, Esq., counsel to the Buyer, with copies of Seller's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "Commission"), all Forms 10-Q and 8-K filed thereafter and all other filings made with the Commission after the filing of the most recent Form 10-K (collectively, the "Public Documents"). Except for a possible, required reclassification, on Seller's Consolidated Balance Sheets, of certain Debentures issued by the Seller on February 25, 1997, and except for certain possible, non-cash charges to income resulting therefrom, the Public Documents, at the time of their filing, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading;
(iv) At the Closing, each of the Units, the Preferred Stock and the Warrants shall be duly authorized and validly issued and each of them shall be enforceable in accordance with their terms (subject to general principles of equity and bankruptcy, fraudulent conveyance, preference and other laws affecting creditors' rights generally). The Preferred Stock, Warrant Shares and Equity Shares, as well as any shares of Common Stock to be issued to the Buyer upon exercise of the Warrants and/or purs...
SELLER'S REPRESENTATIONS AND COVENANTS. Seller represents and covenants to Purchaser, as follows:
SELLER'S REPRESENTATIONS AND COVENANTS. Seller, as well as each of Seller's principals, represent, warrant and covenant, jointly and severally, to FGI that:
(a) Seller is either a corporation, limited liability company, limited partnership or other form of registered Person, is duly organized, validly existing and in good standing under the laws of the State of Nevada and is qualified and authorized to do business and is in good standing in all states in which such qualification and good standing are necessary or desirable.
(b) The execution, delivery and performance by Seller of this Agreement does not and will not constitute a violation of any applicable law, violation of Seller's articles of incorporation, articles of organization, bylaws, operating agreement, partnership agreement or other organizational documents and does not and will not constitute any material breach of any other document, agreement or instrument to which Seller is a party or by which Seller is bound.
(c) Seller has all requisite power and authority to enter into and perform this Agreement, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement and other documents, instruments and agreements executed in connection herewith. This Agreement is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms.
(d) Immediately prior to the execution and at the time of delivery of each Schedule of Account, Seller is the sole owner and holder of each of the Account described thereon and that upon FGI's acceptance of each Purchased Account; FGI shall become the sole owner and holder of such Purchased Account(s).
(e) No Purchased Account shall have been previously sold or transferred or be subject to any lien, encumbrance, security interest or other claim of any kind of nature. Seller will not factor, sell, transfer, pledge or give a security interest in any of its Accounts to anyone other than FGI. There are no financing statements now on file in any public office covering any Collateral of Seller of any kind, real or personal, in which Seller is named in or has signed as the debtor, except the financing statement or statements filed or to be filed in respect of this Agreement or those statements now on file specifically listed on Schedule 4(e) attached hereto. Seller will not execute any security agreement or authorize the filing of any financing statement in favor of any other Person, except FGI, during the Term of this Agreement.
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SELLER'S REPRESENTATIONS AND COVENANTS. Seller warrants and represents to Buyer that Seller owns the Licenses and the Inventory, has the right to convey the Licenses and the Inventory, and will deliver to Buyer at Closing executed Bills of Sale in the form of the Bills of Sale attached as Exhibit B and Exhibit E.
SELLER'S REPRESENTATIONS AND COVENANTS. As part of this transaction, Reddi Brake represents to Buyer that Reddi Brake understands that Buyer is entering into this agreement in part because Reddi Brake has a commitment from Xxxxxxxxx X. Xxxxxx, Xx., Xxxxx Xxx Xxxxxx, Xxxxxxxxx X. Xxxxxx III, Xxxxxx Xxxxxxxxxx and Xxxxxxx Xxxx (the “Xxxxxx Family”) regarding the conversion of debt the Xxxxxx Family is owed from Hidden Splendor Resources, Inc. into a class of preferred shares of Reddi Brake. The parties understand that conversion of debt likely will require approval of the bankruptcy court in which Hidden Splendor has filed a Chapter 11
SELLER'S REPRESENTATIONS AND COVENANTS. Section 9.1 Sellers' Representations and Warranties...............................................21 Section 9.2 Sellers' Knowledge....................................................................28 Section 9.3 Sellers' Covenants....................................................................28 Section 9.4
SELLER'S REPRESENTATIONS AND COVENANTS. Seller hereby represents and covenants as follows:
SELLER'S REPRESENTATIONS AND COVENANTS. Seller represents, warrants and covenants to Buyer that Seller has not employed any investment banker, broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transaction contemplated by this Agreement except that Seller has (i) retained directly or indirectly Equity Services, Ltd. ("ESL") and (ii) has agreed to pay a finder's fee to Capital Solutions, Inc. ("CSI"). In addition, the representations and warranties of the Company contained in that certain placement agreement dated July 30, 1998, by and between Seller and ESL (the "Placement Agreement") are incorporated herein by reference and shall be as if made herein. The aforementioned representations and warranties of Seller shall survive the Closing.
SELLER'S REPRESENTATIONS AND COVENANTS. Seller makes no express or implied representations or warranties regarding the Property or any other matter other than the following:
(a) Seller is a duly organized, validly existing mutual insurance company in the State of New York and authorized to transact business in the State of New Jersey. Seller has the right, power and authority to enter into this Contract and all other documents to be executed in connection herewith, perform its obligations hereunder, and to cause its right, title and interest in and to the Property to be sold and conveyed in accordance with the terms and conditions hereof, and the person(s) executing this Contract on behalf of Seller is duly authorized and empowered to act for and to bind the Seller.
(b) This Contract, when duly executed and delivered, will be the legal, valid and binding obligation of Seller, enforceable in accordance with the terms of this
