BY LIFE. In addition to those matters relating to the Registration Statement and Prospectus, as subsequently set forth in this Article III, LIFE, on or before the Closing Date, shall have completed all requisite action, including any corporate action under the laws of the State of Nevada in order to permit LIFE to consummate the Agreement transactions.
BY LIFE. On and subsequent to the Closing Date, LIFE shall exert all reasonable effort to continue the Business of the Seller, as such Business will be conducted on the contemplated enhanced scale resulting from the consummation of asset sale-purchase transactions under the various asset purchase agreements described in Section 8.3 above. LIFE shall also supplement the Prospectus one or more times as is necessary in order to keep the information provided in such Prospectus current and to reflect, if necessary, the consummation of the various asset sale-purchase transactions provided for in the several asset purchase agreements existing between LIFE and various limited liability companies other than the Seller. LIFE shall also continue the effort to cause the Preferred Stock and/or Common Stock issued as the Purchase Consideration and the Common Stock to be issued upon the conversion of the Preferred Stock to be listed on an appropriate exchange, which exchange may be the NASDAQ National Market, the NASDAQ SmallCap Market or the NASDAQ Electronic Bulletin Board Market. The Seller shall extend its cooperation in this effort. LIFE shall, on an initial and continuing basis, also cause to be prepared and filed on a timely basis, such reports as are required by the '34 Act or any securities exchange.
BY LIFE. LIFE may terminate this Agreement upon (a) a failure in the performance by the Seller of any of the conditions precedent as described in Article III hereof, (b) the breach of any of the representations and warranties extended by the Seller as such representations and warranties are set forth in Article V hereof, or (c) the failure on the part of the Seller to fulfill the pre-closing covenants of the Seller as set forth in Article VII hereof.
BY LIFE. LIFE agrees to and does hereby indemnify and hold harmless the Seller and any persons controlling the Seller as such term is used in the '33 Act and the '34 Act, including, without limitation, the members of the Executive Committee, harmless from and against any and all liability, loss, damage, expense, cost or injury, including, without limitation, those resulting from any and all actions, suits, proceedings and judgements, together with reasonable costs and expenses, including, without limitation, reasonable legal expenses relating thereto arising out of or resulting from the failure on the part of LIFE to include information in the Registration Statement and Prospectus reasonably deemed material or failure on the part of LIFE to state information included in the Registration Statement and Prospectus accurately and completely, thereby causing the Registration Statement and Prospectus to contain information which is materially misrepresentative or which causes the Registration Statement and Prospectus to be materially omissive.
BY LIFE. LIFE represents and warrants to LICENSEE that as of the EFFECTIVE DATE:
BY LIFE. LIFE represents to the Xxxxx Trust and the York Trust and the Trustees that LIFE is acquiring the Conveyed Stock of VCI and Premiere for investment purposes and not with a view to the resale or distribution thereof and recognize that the Conveyed Stock constitutes Restricted Securities as that term is utilized in Commission Rule 144.
BY LIFE. Life represents and warrants that, as of the Effective Date, it has the full right and authority to enter into this Agreement and to grant to Licensee the rights granted in Section 2 of this Agreement. For the avoidance of doubt, Life Cells were provided “as is” solely for Licensee to generate derivative products. Except as provided in this Section 9.1, Life makes no representations or warranties concerning the Life Cells.
