Cobalt. 60 is the radioisotope used as the energy source in the sterilization process. This type of facility must be licensed and regulated by the Nuclear Regulatory Commission and the appropriate state agencies. Construction will be of steel frame with an exterior wall of concrete and/or brick. The proposed Project consists of an industrial building that houses a radiation cell. The cell is a reinforced concrete structure that is built over a stainless steel lined pool of water (the isotope is lowered into the water when personnel access to the cell is required). A major component of each facility is a proprietary, computer-controlled conveyor system that transports the materials to be sterilized through the radiation cell.
Cobalt has paid, or has made adequate reserves on its books for the payment of, all Taxes (as defined below), interest, penalties, assessments and deficiencies shown to be due on such tax returns and reports or which Cobalt is required to withhold on behalf of any other Person;
Cobalt shall market the PRODUCTS under its own brands or trademarks and under the brands or trademarks for which it shall have been duly awarded a license. PULSALYS cannot claim any rights to such brands or to COBALT’s customers.
Cobalt cannot bring an action against PULSALYS in case of damage or prejudice of any kind whatsoever caused by the PRODUCTS as COBALT is solely liable to its customers and/or any third parties for the quality and performance of the PRODUCTS.
Cobalt. California is a corporation duly organized and existing under the laws of the State of California and has an authorized capital of 43,609,875 shares, 26,000,000 of which are designated "Common Stock", no par value and 17,609,875 of which are designated "Preferred Stock", no par value. Of such authorized shares of Preferred Stock, 3,734,901 shares are designated "Series A Preferred Stock," and 3,740,522 shares are designated "Series B Preferred Stock" and 10,134,452 shares are designated "Series C Preferred Stock." As of the record date of the meeting of shareholders at which this Agreement of Merger was approved, 5,262,410 shares of Common Stock, 3,572,401 shares of Series A Preferred Stock, 3,698,910 shares of Series B Preferred Stock and 9,813,507 shares of Series C Preferred Stock were issued and outstanding.
Cobalt. California shall deliver to the Internal Revenue Service a notice regarding the Statement in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2).
Cobalt. After performing due diligence and providing such due diligence information to Buyer, which diligence may include a statement from Seller’s supplier that components are not produced using child labor, to the extent of Seller’s reasonable knowledge, the Facilities and all battery components (including cobalt), including those materials sourced from third party subcontractors, were not produced using prohibited child labor.
