REPRESENTATIONS AND WARRANTIES OF SELLER AND. ELIGIBLE LENDER TRUSTEE -----------------------
REPRESENTATIONS AND WARRANTIES OF SELLER AND. COM21 ISRAEL 2 2.1 Organization, Standing and Power 2 2.2 Authority 3 2.3 Broker's and Finder's Fees 3 2.4 Representations and Warranties Complete 3 ARTICLE III REPRESENTATIONS AND WARRANTIES OF NASAN 4 3.1 Organization, Standing and Power 4 3.2 Authority 4 3.3 Broker's and Finder's Fees 4 3.4 Additional Funding and Sale of Equity Securities of Com21 Israel 4 3.5 Additional Advances Beyond Payment of April 1, 2001 Through April 15, 2001 Expenses 5 3.6 Representations and Warranties Complete 5 ARTICLE IV ADDITIONAL AGREEMENTS 5 4.1 Access to Information 5 4.2 Confidentiality 6 4.3 Public Disclosure 6 4.4 Consents; Cooperation 6 4.5 Legal Requirements 6 4.6 Proprietary Information 6 4.7 Covenants Regarding Employees and Covenant Not to Interfere, Compete or Solicit Business 7 4.8 Use of Names 9 4.9 Additional Agreements 9 4.10 Payment of Royalties to Office of Chief Scientist 10 4.11 Procurement Agreement 10 4.12 Training 10 4.13 Access to Certification Test Laboratory 10 4.14 Trademark Rights 10 4.15 Additional Advances Beyond Payment of April 1, 2001 Through April 15, 2001 Expenses 10 4.16 Additional Promissory Notes 10 ARTICLE V CONDITIONS 11 5.1 Conditions to Obligations of Each Party to Effect the Closing 11 5.2 Additional Conditions to Obligations of Seller 11 5.3 Additional Conditions to Obligations of Nasan 12 ARTICLE VI INDEMNIFICATION 12 6.1 Survival of Representations and Warranties 12 6.2 Indemnification 13
REPRESENTATIONS AND WARRANTIES OF SELLER AND. Stockholders 5 5.2 Representations and Warranties of Buyer 11 ARTICLE VI INDEMNIFICATION 12 6.1 Indemnification 12 6.2 Indemnification Procedures 13 6.3 Cooperation of the Parties 13 6.4 Termination of Indemnification Obligations 13 ARTICLE VII MISCELLANEOUS PROVISIONS 14 7.1 Governing Law, Jurisdiction and Venue 14 7.2 Assignment; Binding Upon Successors and Assigns 14 7.3 Severability 14 7.4 Counterparts 14 7.5 Amendment and Waivers 14 7.6 Attorneys’ Fees 14 7.7 Notices 15 7.8 Construction of Agreement 16 7.9 Further Assurances 16 7.10 Expenses 16 7.11 Entire Agreement 16 List of Exhibits Exhibit A List of Acquired Assets Exhibit B List of Excluded Assets Exhibit C Allocation of Purchase Price Exhibit D Form of Bxxx of Sale Exhibit E Employment Agreements ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of February 12, 2022 (the “Effective Date”), by and among BizSecure, Inc., a Delaware corporation (“Seller”); Axxxxxx Xxxxx, an individual (“Arana Sr.”); Axxxxxx Xxxxxxxxx-Xxxxx, an individual (“Arana Jr.”); Cxxxxxx Danish, an individual (“Danish”, and together with Arana Sr. and Arana Jr., the “Stockholders”); and HUMBL, Inc., a Delaware corporation (“Buyer”). Seller, Stockholders and Buyer are sometimes referred to collectively herein as the “Parties,” and individually as a “Party.”
REPRESENTATIONS AND WARRANTIES OF SELLER AND. THE COMPANY 3 Section 3.1 Organization and Good Standing 3 Section 3.2 Authority and Enforceability 3 Section 3.3 No Conflict 4 Section 3.4 Consents and Approvals 4 Section 3.5 Capital Structure; Title 4 Section 3.6 Financial Statements; No Undisclosed Liabilities 5 Section 3.7 Accounts Receivable 5 Section 3.8 Merger 5 Section 3.9 Absence of Certain Changes 5 Section 3.10 Compliance with Applicable Law 8 Section 3.11 Proceedings 8 Section 3.12 Material Contracts 8 Section 3.13 Oil and Gas Assets 9 Section 3.14 Intellectual Property 9 Section 3.15 Taxes. 9 Section 3.16 Employee Benefits 10 Section 3.17 [Rider.] 10 Section 3.18 Affiliate Transactions 10 Section 3.19 Books and Records 10 Section 3.20 Brokers 10
REPRESENTATIONS AND WARRANTIES OF SELLER AND. STOCKHOLDERS.............................................. 5 ------------ 2.1 Making of Representations and Warranties..................... 5 ---------------------------------------- 2.2 Organization and Qualifications of Seller.................... 5 ----------------------------------------- 2.3 Subsidiaries................................................. 5 ------------ 2.6 Capital Stock of Seller; Beneficial
REPRESENTATIONS AND WARRANTIES OF SELLER AND. SHAREHOLDERS 7 3.1 Organization and Qualification Of Seller 7 3.2 Authorized Capitalization 7 3.3 Authorization 8 3.4 Product Rights 8 3.5 Bulk Sale Law 9 3.6 No Conflicting Agreements 9 3.7 Compliance with Applicable Law 9 3.8 Material Misstatements or Omissions 9 3.9 No Known Adverse Effects 10 3.10 Consents and Approvals 10 3.11 Subsidiaries 10 3.12 Litigation 10 3.13 Brokers 10 3.14 Taxes 11 3.15 Ownership 11 3.16 Accounts 11 3.17 License Agreements 12 3.18 Intellectual Property 12 3.19 Customers 12 3.20 Contracts 13 3.21 Financial Statements 13 3.22 Absence of Undisclosed or Contingent Liabilities 13 3.23 No Material Adverse Changes 13 3.24 Absence of Developments 14 3.25 Title to Properties 14 3.26 Tax Matters 15 3.27 Tax Notices 16 3.28 Employees 17 3.29 Employee Benefit Plans 17 3.30 Gifts 18 3.31 Employee Health and Safety 19 3.32 Representations as to Knowledge 19 3.33 Representations Concerning Solvency 19
REPRESENTATIONS AND WARRANTIES OF SELLER AND. PARENT Section 4.01. Organization and Qualification 8 Section 4.02. Authority, Approval and Enforceability 9 Section 4.03. No Violation or Consent 9 Section 4.04. Material Contracts, Agreements, Plans and Commitments 9 Section 4.05. Compliance with Law 10 Section 4.06. Litigation 10 Section 4.07. Environmental Matters 10 Section 4.08. Taxes 11 Section 4.09. Insurance 12 Section 4.10. Labor and Employee Benefits 12 Section 4.11. Brokerage Agreements 12 Section 4.12. Title to Property 13 Section 4.13. Absence of Certain Changes 13 Section 4.14. Permits 13 Section 4.15. Employees 13 Section 4.16. Customers 14 Section 4.17. No Arrangements with Respect to Assets 14 Section 4.18. Limitation of Representations and Warranties 14 Section 4.19. Absence of Certain Businesses Practices 14 Section 4.20. Solvency 15 Section 4.21. Real Property 15 Section 4.22. Intellectual Property 16
REPRESENTATIONS AND WARRANTIES OF SELLER AND. PURCHASER 6.1
REPRESENTATIONS AND WARRANTIES OF SELLER AND. THE SHAREHOLDERS 16 3.1. Organization. 17 3.2. Qualification; Location of Business and Assets. 17 3.3. Subsidiaries and Investments. 17 3.4. Authority and Enforceability. 17 3.5. Third-Party Consents. 18 3.6. No Conflict or Violation. 18 3.7. Financial Condition and Liabilities. 18 3.8. Absence of Certain Changes. 19 3.9. Accounts Receivable. 21 3.10.
REPRESENTATIONS AND WARRANTIES OF SELLER AND. THE SHAREHOLDERS 13 3.1 Representations and Warranties Relating to Seller 13 3.2 Representations and Warranties Relating to the Shareholders 15 3.3 Representations and Warranties Relating to the Company and its Subsidiaries 17 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 33 4.1 Organization and Good Standing 33 4.2 Authorization and Enforceability 33 4.3 Buyer Stock 34 4.4 SEC Filings 34 4.5 No Material Adverse Changes 34 4.6 Brokerage 34 4.7 No Violation of Laws or Agreements 34 4.8 Consents 35 4.9 Financial Capability 35 4.10 Disclosure 35 4.11 Reliance 35 ARTICLE V CERTAIN OBLIGATIONS OF THE PARTIES 35 5.1 Conduct of Business Pending the Closing 35 TABLE OF CONTENTS (continued) Page 5.2 Shareholder Actions 38 5.3 Fulfillment of Agreements 39 5.4 Access, Information and Documents 39 5.5 Negotiations 39 5.6 Public Announcements 40 5.7 Mutual Covenants 40 5.8 Supplements to Schedules 40 5.9 Key Employees 40 5.10 Confidentiality 41 ARTICLE VI CONDITIONS TO THE CLOSING; TERMINATION 41 6.1 Conditions Precedent to Obligations of Buyer with respect to the Closing 41 6.2 Conditions Precedent to Obligations of Seller and the Company with respect to the Closing 44 6.3 Termination 45 ARTICLE VII POST-CLOSING COVENANTS AND AGREEMENTS 45 7.1 Stock Purchase Note and Solar Tool Loan 45 7.2 Solar Tool Development Process; Development Bonuses 48
