Warranties and Representations by XXXX. ESCO hereby makes the following warranties, representations and certifications, all of which are true, accurate and complete at the time of the Effective Date and throughout the term of the Contract, and which shall be true, accurate and complete with respect to each Deliverable. All representations and warranties discussed below shall survive the expiration or termination of this Contract.
Warranties and Representations by XXXX. Xxxx shall warrant and represent to A-GTech at the time of Closing: a) that director and/or shareholder approval for the transactions contemplated hereby to the extent required has been obtained; b) that, except for the divestitures which are described herein and of which A-GTech is aware, there has been no material adverse change in Xxxx'x financial position or operations prior to Closing; c) that there will be no more than 255,000,000 of Xxxx Common Shares issued and outstanding immediately subsequent to the Closing; d) that there will be 400,000,000 Xxxx Common Shares authorized immediately subsequent to the Closing; e) that there will be 750,000 of Xxxx Class B Common Shares issued and outstanding immediately subsequent to the Closing; f) that there are no agreements, except as otherwise disclosed, to issue any additional shares of Xxxx stock or other security other than those agreements specifically contemplated by the transactions contemplated by this Term Sheet g) that it has net current assets including at least $5,000,000 in cash, advances to A-GTech and cash equivalents;
