Home Random Page


CATEGORIES:

BiologyChemistryConstructionCultureEcologyEconomyElectronicsFinanceGeographyHistoryInformaticsLawMathematicsMechanicsMedicineOtherPedagogyPhilosophyPhysicsPolicyPsychologySociologySportTourism






ARTICLE III. REPRESENTATIONS AND WARRANTIES OF ACQUIROR

 

Acquiror hereby represents and warrants to Target that, except as set forth in the Disclosure Schedule delivered by Acquiror to Target (the “Acquiror Disclosure Schedule”) as soon as is practicable after the mutual execution of this Agreement:

 

3.1. Organization and Qualification; Subsidiaries . Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted, and is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for such failures which, when taken together with all other such failures, would not have a Material Adverse Effect. Acquiror has not received any notice of proceedings relating to revocation or modification of any such franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals or orders. The term “Material Adverse Effect”, as used herein, means any change in or effect on the business of Acquiror (including intangible properties), prospects, condition (financial or otherwise), assets or subsidiaries, taken as a whole. Acquiror has no subsidiaries.

 

3.2. Articles of Incorporation and Bylaws . Acquiror shall, as part of the Acquiror Disclosure Schedule, furnish to Target a complete and correct copy of the Articles of Incorporation and the Bylaws, each as amended to date, of Acquiror. Such Articles of Incorporation and Bylaws are in full force and effect.

 

3.3. Capitalization . The authorized capital stock of Acquiror consists of 100,000,000 shares of Acquiror Common Stock, $.0001 par value per share, and 5,000,000 shares of preferred stock, $.0001 par value per share. As of the date hereof, no shares of Acquiror Common Stock and no shares of Acquiror’s preferred stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable. No shares of Acquiror Common Stock or preferred stock are held in the treasury of Acquiror. No shares of Acquiror Common Stock are reserved for future issuance under certain warrants, all as described in the Acquiror Disclosure Schedule.

3.4. Authority Relative to this Agreement . Acquiror has all necessary corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Acquiror and the consummation by Acquiror of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Acquiror other than filing and recording of appropriate merger documents as required by the Wyoming Law. This Agreement has been duly executed and delivered by Acquiror and, assuming the due authorization, execution and delivery by Target, constitutes a legal, valid and binding obligation of Acquiror.



 

 

 

3.5. No Conflict; Required Filings and Consents .

 

(a) The execution and delivery of this Agreement by Acquiror do not, and the performance of this Agreement by Acquiror shall not, (i) conflict with or violate either the Articles of Incorporation or Bylaws of Acquiror, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Acquiror or by which it or its properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the property or assets of Acquiror pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Acquiror is a party or by which Acquiror or any of its properties is bound or affected, except for any such breaches, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect.

 

(b) The execution and delivery of this Agreement by Acquiror does not, and the performance of this Agreement by Acquiror shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except for applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and State securities laws (“Blue Sky Laws”).

 

3.6. Compliance . Aquiror is not in conflict with, or in default or violation of, (a) its Articles of Incorporation or Bylaws or equivalent organizational documents, (b) any law, rule, regulation, order, judgment or decree applicable to Aquiror or by which its or any of its properties is bound or affected, including, without limitation, health and safety, environmental, civil rights laws and regulations and zoning ordinances and building codes, or (c) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, easement, consent, order or other instrument or obligation to which Acquiror is a party or by which Acquiror or any of its properties is bound or affected, except for any such conflicts, defaults or violations which would not, individually or in the aggregate, have a Material Adverse Effect.

 

3.7. Financial Statements . Acquiror is a new corporation without operations and has not prepared financial statements.

 

3.8. Absence of Litigation . Except as disclosed in the Acquiror Disclosure Schedule, there are no claims, actions, proceedings or investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror, or any properties or rights of Acquiror, before any court, arbitrator, or administrative, governmental or regulatory authority or body, domestic or foreign, that, individually or in the aggregate, would have a Material Adverse Effect. As of the date hereof, neither Acquiror nor any of its properties is subject to any order, writ, judgment, injunction, decree, determination or award having a Material Adverse Effect.

 

3.09. Environmental Matters . To the best of Acquiror’s knowledge, there are no environmental liabilities (whether accrued, absolute, contingent or otherwise) of Acquiror.

 

 

 

3.10. Labor Matters . There are no controversies pending or, to the knowledge of Acquiror, threatened, between Acquiror and any of its employees; (b) Acquiror is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Acquiror nor does Acquiror know of any activities or proceedings of any labor union to organize any such employees; (c) Acquiror has not breached or otherwise failed to comply with any provision of any such agreement or contract and there are no grievances outstanding against any such parties under any such agreement or contract; (d) there are no unfair labor practice complaints pending against Acquiror before the National Labor Relations Board or any current union representation questions involving employees of Acquiror; and (e) Acquiror has no any knowledge of any strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of Acquiror.

 

3.11. Contracts . The Acquiror Disclosure Schedule lists or describes all material contracts or arrangements to which Acquiror is a party, or by which it is bound, as of the date hereof. All such contracts and arrangements are in full force and effect and there has been no notice of termination or threatened termination with respect to any such contracts and arrangements, whether or not termination is permitted by the terms thereof, and no event has occurred which, with the giving of notice or the lapse of time, or both, would constitute a breach or default under any such contract or arrangement, except for such breaches, defaults and events as to which requisite waivers or consents have been obtained.

 

3.12. Title to Properties . Acquiror has, and at the Effective Time will have, good and marketable title to all of its property.

3.13. Patents . To the best knowledge of Acquiror, Acquiror owns or possesses adequate licenses or other valid rights to use all patents, patent rights, inventions, designs, processes, formulae and other proprietary information used or held for use in connection with the business of Acquiror as currently being, or proposed to be, conducted and is unaware of any assertions or claims challenging the validity of any of the foregoing which would have a Material Adverse Effect. The conduct of the business of Acquiror as now conducted or proposed to be conducted does not and will not conflict with any patents, patent rights, licenses, trademarks, trademark rights, trade names, trade name rights or copyrights of others in any way which would have a Material Adverse Effect. No material infringement of any proprietary right owned by or licensed by or to Acquiror is known to Acquiror which would have a Material Adverse Effect.

3.14. Taxes . Acquiror has filed all tax returns and reports required to be filed by it and has paid and discharged all taxes. Neither the IRS nor any other taxing authority or agency is now asserting or, to the best of Acquiror’s knowledge, threatening to assert against Acquiror any deficiency or claim for additional taxes or interest thereon or penalties in connection therewith. Acquiror has not granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any federal, state, county, municipal or foreign income tax.

3.15. Brokers; Finders . The parties acknowledge that no broker, finder or investment banker is, or will be, entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

 

 

 

3.16. Full Disclosure . No statement contained in any document, certificate or other writing furnished or to be furnished by Acquiror to Target pursuant to the provisions of this Agreement contains or shall contain any untrue statement of a material fact or omits or shall omit to state any material fact necessary, in light of the circumstances under which it was or may be made, in order to make the statements herein or therein not misleading.

 

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF TARGET

 

Target hereby represents and warrants to Acquiror that, except as set forth in the Disclosure Schedule delivered by Target to Acquiror (the “Target Disclosure Schedule”), that:

 

4.1. Organization and Qualification; Subsidiaries . Target is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the requisite corporate power and authority and is in possession

 


Date: 2015-01-11; view: 632


<== previous page | next page ==>
ARTICLE II. FURTHER AGREEMENTS | THE POLITICAL SYSTEM OF GREAT BRITAIN
doclecture.net - lectures - 2014-2024 year. Copyright infringement or personal data (0.008 sec.)