REPRESENTATIONS AND WARRANTIES REGARDING THE. Servicer Section 2.02 Representations and Warranties of the Company Section 2.03 Enforcement of Representations and Warranties
REPRESENTATIONS AND WARRANTIES REGARDING THE. COMPANIES 7
REPRESENTATIONS AND WARRANTIES REGARDING THE. COMPANY Subject to such exceptions as are disclosed in the disclosure schedule dated as of the Agreement Date and delivered herewith by the Company to the Buyer (the “Company Disclosure Schedule”) and each reference to “Schedule” herein means the applicable Schedule of the Company Disclosure Schedule corresponding to the applicable section and subsection or clause of this Agreement (or disclosed in any other section, subsection or clause of the Company Disclosure Schedule provided that a cross-reference is included or it is reasonably apparent upon a reading of such disclosure that it also qualifies or applies to such other sections, subsections and clauses), the 22
REPRESENTATIONS AND WARRANTIES REGARDING THE. COMPANY ENTITIES Except as set forth on the Disclosure Schedules, the Company hereby represents and warrants to Buyers as follows as of the date hereof and the Closing Date (except for representations and warranties which are as of a specific date, which shall be made as of such date):
REPRESENTATIONS AND WARRANTIES REGARDING THE. DMS Companies and -------------------------------------------------------------- the DMS Subsidiaries. --------------------
REPRESENTATIONS AND WARRANTIES REGARDING THE. SELLER 4 Section 3.1 Corporate Existence; Standing 4 Section 3.2 Authorization 5 Section 3.3 Noncontravention 5 Section 3.4 Share Ownership 5 Section 3.5 Governmental Approvals 5 Section 3.6 Legal Proceedings 6 Section 3.7 Brokers 6
REPRESENTATIONS AND WARRANTIES REGARDING THE. COMPANY Except as set forth on the Company Disclosure Letter, the Company represents and warrants to the Parent and Merger Sub as of the date hereof and as of the Closing Date (except for those representations and warranties made as of a specific date, which shall be made only as of such date), as follows: 5.1
REPRESENTATIONS AND WARRANTIES REGARDING THE. NWKT PARTIES 11 Section 4.01 Corporate Existence and Power 11 Section 4.02 No Conflict; Due Authorization 11 Section 4.03 Valid Obligation 11 Section 4.04 Governmental Authorization 11 Section 4.05 Authorized Shares and Capital 11 Section 4.06 Options or Warrants 12 Section 4.07 Subsidiaries and Predecessor Corporations 12 Section 4.08 Books and Records 12 Section 4.09 Financial Statements 12 Section 4.10 Undisclosed Liabilities 12 Section 4.11 Litigation and Proceedings 12 Section 4.12 Contracts 13 Section 4.13 No Conflict With Other Instruments 13 Section 4.14 Compliance With Laws and Regulations 13 Section 4.15 Taxes 13 Section 4.16 Tax Returns and Audits 13 Section 4.17 Employee Benefit Plans; ERISA 13 Section 4.18 Conflict of Interest 14 Section 4.19 Bank Accounts 14 Section 4.20 Officer, Director and Promoter's Information 14 Section 4.21 Limited Representations and Warranties 14 Article V. ADDITIONAL COVENANTS OF THE PARTIES 14 Section 5.01 Actions at and Following the Closing 14 Article VI. INDEMNIFICATION 15 Section 6.01 Indemnification of NWKT 15 Section 6.02 Indemnification of OZOP and OZOP Shareholders 15 Section 6.03 Expiration and Time Limit 15 Section 6.04 Procedure 16 Section 6.05 Periodic Payments 17 Section 6.06 Insurance 17 Article VII. DISPUTE RESOLUTION 18 Section 7.01 Arbitration 18 Section 7.02 Waiver of Jury Trial; Exemplary Damages 19 Article VIII. MISCELLANEOUS 19 Section 8.01 Brokers 19 Section 8.02 Governing Law 19 Section 8.03 Notices 20 Section 8.04 Attorneys' Fees 20 Section 8.05 Confidentiality 20 Section 8.06 Public Announcements and Filings 21 Section 8.07 Schedules; Knowledge 21 Section 8.08 Third Party Beneficiaries 21 Section 8.09 Expenses 21 Section 8.10 Entire Agreement; Definitions; Interpretation 21 Section 8.11 Survival; Termination 22 Section 8.12 Amendment; Waiver; Remedies; Agent 22 Section 8.13 OZOP Shareholders Appointment of Attorneys in Fact 22 Section 8.14 Arm's Length Bargaining; No Presumption Against Drafter 23 Section 8.15 Headings 23 Section 8.16 Exhibits and Schedules 23 Section 8.17 No Assignment or Delegation 23 Section 8.18 Commercially Reasonable Efforts 24 Section 8.19 Further Assurances 24 Section 8.20 Specific Performance 24 Section 8.21 Counterparts 24 Section 8.22 No Drafting Party 24 Exhibits Exhibits Exhibit A OZOP Shareholders' OZOP Stock and Exchange Shares 26 Exhibit B Defined Terms 27 SHARE EXCHANGE AGREEMENT Dated as of April 13, 2018 This Share Exchange Agreement (together with the Ex...
REPRESENTATIONS AND WARRANTIES REGARDING THE. COMPANY Except as set forth in the Disclosure Schedules (it being understood that an item disclosed in one Section of the Disclosure Schedule shall be deemed to be disclosed with respect to any other Section of this Agreement where the relevance of such item is reasonably apparent), Seller hereby represents and warrants to Buyer as of the date of this Agreement (unless another date is expressly set forth below in respect of any statement set forth below, in which case Seller hereby represents and warrants as of such other date expressly set forth below) as follows (it being understood and agreed that none of the following
REPRESENTATIONS AND WARRANTIES REGARDING THE. COMPANY GROUP 32 5.1 ORGANIZATION AND POWER; SUBSIDIARIES AND INVESTMENTS 32 5.2 AUTHORIZATION 33 5.3 CAPITALIZATION 33 5.4 ABSENCE OF CONFLICTS 34 5.5 FINANCIAL STATEMENTS 34 5.6 ABSENCE OF OTHER LIABILITIES 34 5.7 ABSENCE OF CERTAIN DEVELOPMENTS 35 5.8 REAL PROPERTY 36 5.9 TITLE TO TANGIBLE ASSETS 37 5.10 CONTRACTS AND COMMITMENTS 37 5.11 PROPRIETARY RIGHTS 39 5.12 GOVERNMENTAL LICENSES AND PERMITS 40 5.13 LITIGATION; PROCEEDINGS 40 5.14 COMPLIANCE WITH LAWS 40 5.15 ENVIRONMENTAL MATTERS 41 5.16 EMPLOYEES 42 5.17 EMPLOYEE BENEFIT PLANS 43 5.18 INSURANCE 45 5.19 TAX MATTERS 45 5.20 RECALLS 48 5.21 BROKERAGE 48 5.22 RELATED PARTY TRANSACTIONS 48 5.23 DIRECTORS AND OFFICERS; BANK ACCOUNTS 49 5.24 DISCLAIMER 49
