Common use of Representations and Covenants of AGC and AGC PRINCIPALS Clause in Contracts

Representations and Covenants of AGC and AGC PRINCIPALS. In order to induce TALLMAN to enter into txxx Xgreement and to complete the transaction contemplated hereby, AGC and its principal executive officers (hereinafter referred to as the "AGC PRINCIPALS", jointly and severally warrant and represent to TALLMAN that: (a) Xxxxxxzation and Standing AGC is a corporation duly organized, validly existing and in a good standing under the laws of the United Kingdom, is qualified to do business as a foreign corporation in every other state or jurisdiction in which it operates to the extent required by the laws of such states and jurisdictions, and has full power and authority to carry on its business as now conducted and to own and operate its assets, properties and business. Attached hereto as Exhibit "B" are true and correct copies of AGC's Certificate of Incorporation, amendments thereto and all current \by-laws of AGC. No changes thereto will be made in any of the Exhibit "B" documents before the closing. AGC has no subsidiaries except as listed or any investments or ownership interests in any corporation, partnership, joint venture or other business enterprise which is material to its business. (b) Capitalization As of the Closing Date of AGC's entire authorized equity capital consists of 100 shares of GBP1 par value, of which 100 shares of Common Stock will be outstanding as of the Closing. As of the Closing Date, there will be no other voting or equity securities authorized or issued, nor any authorized or issued securities convertible into voting stock, and no outstanding subscriptions, warrants, calls, options, rights, commitments or agreements by which AGC or the SELLERS are bound, calling for the issuance of any additional shares of common stock or any other voting or equity security, except as set forth in Exhibit "AGC-S", attached hereto. The 100 issued and outstanding AGC Common Shares to be transferred by SELLERS constitutes one hundred (100%) percent of the currently issued and outstanding shares of Common Stock of AGC, which includes inter-claim, that same percentage of AGC's voting power, right to receive dividends, when, as and if declared and paid, and the right to receive the proceeds of liquidation attributable to common stock, if any. (c) Ownership of AGC Shares Each SELLER warrants and represents, severally, that as of the date hereof, such SELLER is the sole owner of the AGC Common Shares listed by his or her name on Exhibit "A-1", free and clear of all liens, encumbrances, and restrictions whatsoever, except that the AGC Common Shares so listed have not been registered under the Securities Act of 1933, as amended (the "33 Act"), or any applicable State Securities laws. By SELLERS' transfer of the AGC Common Shares to TALLMAN pursuant to txxx Xxxeement. TALLMAN will thereby acxxxxx 100% of the outstanding capital stock of AGC, free and clear of all liens, encumbrances and restrictions of any nature whatsoever, except by reason of the fact that the AGC Common Shares will not have been registered under the '33 Act, or any applicable State securities laws. (d) Taxes AGC has filed all federal, state and local income or other tax returns and reports that it is required to file with all governmental agencies, wherever situate, and has paid or accrued for payment all taxes as shown on such returns, such that a failure to file, pay or accrue will not have a material adverse effect on AGC. AGC's income tax returns have never been audited by any authority empowered to do so. (e) Pending Actions There are no known material legal actions, lawsuits, proceedings or investigations, either administrative or judicial, pending or threatened, against or affecting AGC, or against the AGC PRINCIPALS that arrive out of their operation of AGC, except as described in Exhibit "C" attached hereto. AGC is not knowingly in material violation of any law, material ordinance or regulation of any kind whatever, including, but not limited to laws, rules and regulations governing the sale of its services, the 33 Act, the Securities Exchange Act of 1934, as amended (the "34 Act"), the Rules and Regulations of the U.S. Securities and Exchange Commission ("SEC"), or the Securities Laws and Regulations of any state or nation. (f) Government and Regulation AGC holds the licenses and registrations set forth on Exhibit "D" hereto from the jurisdictions set forth therein, which licenses and registrations are all of the licenses and registrations necessary to permit AGC to conduct its current business. All of such licenses and registrations are in full force and effect, and there are no proceedings, hearings or other actions pending that may affect the validity or continuation of any of them. No approval of any other trade or professional association or agency of government other than as set forth on Exhibit "D" is required for any of the transactions effected by this Agreement, and the completion of the transactions contemplated by this Agreement will not, in and of themselves, affect or jeopardize the validity or continuation of any of them. (g) Ownership of Assets Except as set forth in Exhibit "E" attached hereto, AGC has good, marketable title, without any liens or encumbrances of any nature whatever, to all of the following, if any; assets, properties and rights of every type and description, including, without limitation, all cash on hand and in banks, certificates of deposit, stocks, bonds, and other securities, good will, customer lists, its corporate name and all variants thereof, trademarks and trade names, copyrights and interests thereunder, licenses and registrations, pending licenses and permits and applications therefor, inventions, processes, know-how, trade secrets, real estate and interests therein and improvements thereto, machinery, equipment, vehicles, notes and accounts receivable, fixtures, rights under agreements and leases, franchises, all rights and claims under insurance policies and other contracts of whatever nature, rights in funds of whatever nature, books and records and all other property and rights of every kind and nature owned or held by AGC as of this date, and will continue to hold such title on and after the completion of the transactions contemplated by this Agreement; nor, except in the ordinary course of its business, has AGC disposed of any such asset since the date of the most recent balance sheet described in Section 3(0) of this Agreement. (h) No Interest in Suppliers, Customers, Landlords or Competitors Neither the AGC PRINCIPALS nor any member of their families have any material interest of any nature whatever in any supplier, customer, landlord or competitor of AGC. (i) No Debt Owed by AGC to AGC PRINCIPALS Except as set forth in Exhibit "F" attached hereto, AGC does not owe any money, securities, or property to either the AGC PRINCIPALS or any member of their families or to any company controlled by such a person, directly or indirectly. To the extent that AF+GC may have any undisclosed liability to pay any sum or property to any such person or equity or any member of their families such liability is hereby forever irrevocably released and discharged. (j)

Representations and Covenants of AGC and AGC PRINCIPALS. In order to induce TALLMAN to enter into txxx Xgreement and to complete the transaction contemplated hereby, AGC and its principal executive officers (hereinafter referred to as the "AGC PRINCIPALS", jointly and severally warrant and represent to TALLMAN that: (a) Xxxxxxzation and Standing AGC is a corporation duly organized, validly existing and in a good standing under the laws of the United Kingdom, is qualified to do business as a foreign corporation in every other state or jurisdiction in which it operates to the extent required by the laws of such states and jurisdictions, and has full power and authority to carry on its business as now conducted and to own and operate its assets, properties and business. Attached hereto as Exhibit "B" are true and correct copies of AGC's Certificate of Incorporation, amendments thereto and all current \by-laws of AGC. No changes thereto will be made in any of the Exhibit "B" documents before the closing. AGC has no subsidiaries except as listed or any investments or ownership interests in any corporation, partnership, joint venture or other business enterprise which is material to its business. (b) Capitalization As of the Closing Date of AGC's entire authorized equity capital consists of 100 shares of GBP1 L1 par value, of which 100 shares of Common Stock will be outstanding as of the Closing. As of the Closing Date, there will be no other voting or equity securities authorized or issued, nor any authorized or issued securities convertible into voting stock, and no outstanding subscriptions, warrants, calls, options, rights, commitments or agreements by which AGC or the SELLERS are bound, calling for the issuance of any additional shares of common stock or any other voting or equity security, except as set forth in Exhibit "AGC-S", attached hereto. The 100 issued and outstanding AGC Common Shares to be transferred by SELLERS constitutes one hundred (100%) percent of the currently issued and outstanding shares of Common Stock of AGC, which includes inter-claim, that same percentage of AGC's voting power, right to receive dividends, when, as and if declared and paid, and the right to receive the proceeds of liquidation attributable to common stock, if any. (c) Ownership of AGC Shares Each SELLER warrants and represents, severally, that as of the date hereof, such SELLER is the sole owner of the AGC Common Shares listed by his or her name on Exhibit "A-1", free and clear of all liens, encumbrances, and restrictions whatsoever, except that the AGC Common Shares so listed have not been registered under the Securities Act of 1933, as amended (the "33 Act"), or any applicable State Securities laws. By SELLERS' transfer of the AGC Common Shares to TALLMAN pursuant to txxx Xxxeement. TALLMAN will thereby acxxxxx 100% of the outstanding capital stock of AGC, free and clear of all liens, encumbrances and restrictions of any nature whatsoever, except by reason of the fact that the AGC Common Shares will not have been registered under the '33 Act, or any applicable State securities laws. (d) Taxes AGC has filed all federal, state and local income or other tax returns and reports that it is required to file with all governmental agencies, wherever situate, and has paid or accrued for payment all taxes as shown on such returns, such that a failure to file, pay or accrue will not have a material adverse effect on AGC. AGC's income tax returns have never been audited by any authority empowered to do so. (e) Pending Actions There are no known material legal actions, lawsuits, proceedings or investigations, either administrative or judicial, pending or threatened, against or affecting AGC, or against the AGC PRINCIPALS that arrive out of their operation of AGC, except as described in Exhibit "C" attached hereto. AGC is not knowingly in material violation of any law, material ordinance or regulation of any kind whatever, including, but not limited to laws, rules and regulations governing the sale of its services, the 33 Act, the Securities Exchange Act of 1934, as amended (the "34 Act"), the Rules and Regulations of the U.S. Securities and Exchange Commission ("SEC"), or the Securities Laws and Regulations of any state or nation. (f) Government and Regulation AGC holds the licenses and registrations set forth on Exhibit "D" hereto from the jurisdictions set forth therein, which licenses and registrations are all of the licenses and registrations necessary to permit AGC to conduct its current business. All of such licenses and registrations are in full force and effect, and there are no proceedings, hearings or other actions pending that may affect the validity or continuation of any of them. No approval of any other trade or professional association or agency of government other than as set forth on Exhibit "D" is required for any of the transactions effected by this Agreement, and the completion of the transactions contemplated by this Agreement will not, in and of themselves, affect or jeopardize the validity or continuation of any of them. (g) Ownership of Assets Except as set forth in Exhibit "E" attached hereto, AGC has good, marketable title, without any liens or encumbrances of any nature whatever, to all of the following, if any; assets, properties and rights of every type and description, including, without limitation, all cash on hand and in banks, certificates of deposit, stocks, bonds, and other securities, good will, customer lists, its corporate name and all variants thereof, trademarks and trade names, copyrights and interests thereunder, licenses and registrations, pending licenses and permits and applications therefor, inventions, processes, know-how, trade secrets, real estate and interests therein and improvements thereto, machinery, equipment, vehicles, notes and accounts receivable, fixtures, rights under agreements and leases, franchises, all rights and claims under insurance policies and other contracts of whatever nature, rights in funds of whatever nature, books and records and all other property and rights of every kind and nature owned or held by AGC as of this date, and will continue to hold such title on and after the completion of the transactions contemplated by this Agreement; nor, except in the ordinary course of its business, has AGC disposed of any such asset since the date of the most recent balance sheet described in Section 3(0) of this Agreement. (h) No Interest in Suppliers, Customers, Landlords or Competitors Neither the AGC PRINCIPALS nor any member of their families have any material interest of any nature whatever in any supplier, customer, landlord or competitor of AGC. (i) No Debt Owed by AGC to AGC PRINCIPALS Except as set forth in Exhibit "F" attached hereto, AGC does not owe any money, securities, or property to either the AGC PRINCIPALS or any member of their families or to any company controlled by such a person, directly or indirectly. To the extent that AF+GC may have any undisclosed liability to pay any sum or property to any such person or equity or any member of their families such liability is hereby forever irrevocably released and discharged. (j)