Blocker Corp represents and warrants to the Company as follows:
Blocker Corp is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
Blocker Corp has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Blocker Corp. Stockholder Approval, to perform its obligations hereunder and to consummate the Secondary Merger. The execution, delivery and performance by Blocker Corp. of this Agreement, and the consummation of the Secondary Merger, have been duly authorized and approved by its Board of Directors, and except for obtaining the Blocker Corp. Stockholder Approval for the adoption of this Agreement, no other corporate action on the part of Blocker Corp. is necessary to authorize the execution, delivery and performance by Blocker Corp. of this Agreement and the consummation by it of the Secondary Merger. This Agreement has been duly executed and delivered by Blocker Corp. and, assuming due authorization, execution and delivery hereof by the other party hereto, constitutes a legal, valid and binding obligation of Blocker Corp., enforceable against Blocker Corp. in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, Contribution, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).
Blocker Corp has authorized the issuance of 1,000 shares of common stock. As of the date of this Agreement, 100 shares were issued and outstanding, and all such shares are held of record by Stripes Holdings, L.P., a Delaware limited partnership. All of the issued and outstanding shares of Blocker Corp. Stock are duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights.
Blocker Corp. The Blocker Seller hereby represents and warrants to the Purchasers as follows:
Blocker Corp. The Blocker Corp. represents and warrants to Purchaser that the statements contained in this Section 4 are true and correct, except as disclosed in a document of even date herewith and delivered by the Company to Purchaser on the Agreement Date referring to the representations and warranties in this Agreement (the “Blocker Disclosure Schedule”). The Blocker Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 4, and the disclosure in any such numbered and lettered Section of the Blocker Disclosure Schedule shall qualify the corresponding subsection in this Section 4 (except to the extent disclosure in any numbered and lettered Section of the Blocker Disclosure Schedule is specifically cross-referenced in another numbered and lettered Section of the Blocker Disclosure Schedule or if the applicability of any such disclosure to another numbered or lettered Section is reasonably apparent from the face of such disclosure).
Blocker Corp represents and warrants to Buyer that (except, with respect to any particular section or subsection of this ARTICLE IV, to the extent specifically described in the corresponding section or subsection of the Blocker Corp. Disclosure Letter delivered to Buyer at the time of execution hereof (the “Blocker Corp. Disclosure Letter”) the statements contained in this ARTICLE IV are true and correct as of the date hereof and as of the Closing Date.
Blocker Corp has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Healthlinx, Inc.”
Blocker Corp has not granted any purchaser or other recipient of its securities the right to require Blocker Corp. to register any securities under the Securities Act or to qualify for any exemption thereunder.
Blocker Corp has prepared and timely filed all Tax Returns relating to any and all Taxes concerning or attributable to Blocker Corp. or its operations as required on or before the date of this Agreement and such Tax Returns are true and correct in all material respects and have been completed in accordance with applicable law.
