Regulation S Representations, Warranties and Covenants. The Majority Shareholder represents and warrants to, and covenants with, UFOG as follows:
Regulation S Representations, Warranties and Covenants. Buyer represents and warrants to, and covenants with, the Company and Bontems, as follows:
Regulation S Representations, Warranties and Covenants. Each of the Duratech Shareholders represents and warrants to, and covenants with, UpSnap as follows:
Regulation S Representations, Warranties and Covenants. The Eastern Concept Shareholder represents and warrants to, and covenants with, AXIO as follows:
Regulation S Representations, Warranties and Covenants. The Wide Broad Shareholders represent and warrant to, and covenant with, MUBM as follows:
Regulation S Representations, Warranties and Covenants. The Ren Shareholder represents and warrants to, and covenants with, FitMedia as follows:
Regulation S Representations, Warranties and Covenants. The Shareholders represent and warrant to, and covenant with, CHFY as follows:
Regulation S Representations, Warranties and Covenants. The Purchaser, hereby represents and warrants as of the date hereof and as of the Closing to the Company as follows:
Regulation S Representations, Warranties and Covenants. (i) (A) VEM understands and acknowledges that (I) the Notes and any Common Stock issuable upon conversion of the Notes (the "Conversion Shares") have not been and will not be registered under the Securities Act and may not be offered or sold in the United States or to, or for the benefit of, any "U.S. person" (as defined in Regulation S, a copy of which is attached as Schedule B hereto), unless the Notes or Conversion Shares, as the case may be, are registered under the Securities Act or such offer or sale is made pursuant to an exemption from the registration requirements of the Act, or (II) the Notes are being offered and sold pursuant to the terms of Regulation S under the Securities Act, which permits the transfer of the Notes and the Conversion Shares to non "U.S. Persons" in "off-shore transactions" (as defined in Regulation S), subject to certain terms and conditions, as described elsewhere herein.
Regulation S Representations, Warranties and Covenants. (i) Purchaser understands that the investment offered hereunder has not been registered under the 1933 Act and Purchaser understands that it is purchasing the Shares without being furnished any offering literature or prospectus.
