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Www Mortgagereductionmortage Tag Milkshake Mortgage Reduction Mortage Asset Purchase Agreement资产购买合同 - 中律网

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3.6. Litigation. Except as disclosed in Schedule 3.6, Seller is not subject to any judgment, order, writ, injunction or decree of any court or any Federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any arbitrator that materially affects the operation of the Business.

3.7. Contracts. To Seller's Knowledge, Schedule 1.3 sets forth a list of all executory contracts of the Business. Except as disclosed in Schedule 1.3, to Seller's Knowledge, each of the Contracts listed in Schedule 1.3 is valid and in full force and effect, each party to each such Contract has performed all material obligations required to be performed by it thereunder, and no other party to any such Contract has taken the position that such Contract is not enforceable against any such other parties by Seller.

3.8. Benefit Plans. Purchaser shall not have liability under any Benefit Plans, with respect to any employees of Seller or their beneficiaries. "Benefit Plans" shall mean all material "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA), and any other material employee fringe benefit plans maintained, or contributed to, by the Company.

3.9. Accuracy. To Seller's Knowledge, the required disclosures made in this Agreement and the schedules attached hereto are complete and accurate in all material respects, and the scheduled disclosures do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements or facts contained therein, in light of the circumstances under which they were made, not misleading.

3.10. Securities Act of 1933. The Shares purchased by Seller pursuant to this Agreement are being acquired for investment only and not with a view to any public distribution thereof, and Seller will not offer to sell or otherwise dispose of the Shares so acquired by it in violation of the Securities Act of 1933.

Purchaser represents and warrants to Seller as follows:

4.1. Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

4.2. Authority. Purchaser has the full corporate power and authority to execute and deliver the Transaction Documents and to consummate the transactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by or on the part of Purchaser to authorize such execution, delivery and consummation have been duly and properly taken. The Transaction Documents have been duly executed and delivered by Purchaser and constitute legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their respective terms. The execution and delivery by Purchaser of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not violate any law, or conflict with, result in any breach of, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the creation of an Encumbrance on any of the properties or assets of Purchaser pursuant to, the corporate charter or by-laws of Purchaser or any indenture, mortgage, lease, agreement or other instrument to which Purchaser is a party or by which its properties or assets are bound. No material approval, authorization, consent or other order or action of or filing with any person, entity or court, administrative agency or other governmental body in the United States of America is required for the execution and delivery by Purchaser of the Transaction Documents or the consummation by Purchaser of the transactions contemplated hereby or thereby. 4.3 Capital Stock of the Company. The authorized capital stock of the Company consists of (i) _________ shares of Common Stock, par value $ _________ per share (the "Common Stock"), and (ii) _________ shares of preferred stock, par value $ _________ per share, of which _________ have been designated as Series A Convertible Voting Preferred Stock (the "Series A Preferred Stock") and, after giving effect to the Certificate of Designations, _________ of which have been designated Series B Convertible Redeemable Preferred Stock (the "Series B Preferred Stock"). On the date hereof, 31,301,804 shares of Common Stock are outstanding, _________ shares of the Series A Preferred Stock are outstanding and $$$ shares of the Series B Preferred Stock will be outstanding pursuant to this Agreement. In addition, on the date hereof, there are outstanding 6,344,224, _________ and _________ Class A, Class B and Class C Warrants, respectively, to purchase Common Stock of the Company. All of the outstanding shares are duly authorized, validly issued and outstanding, fully paid and non-assessable. The Shares have not been and will not be issued in violation of, and are not subject to, any preemptive or subscription rights, other than such rights that have been waived by the holders thereof.

4.4. No Legal Proceedings. Except as disclosed in Schedule 4.4, there is no action, suit, investigation, order, judgment or proceeding pending or, to the knowledge of Purchaser, threatened against or affecting Purchaser that, individually or when aggregated with one or more other actions, suits, orders, judgments or proceedings, has or might reasonably be expected to have a material adverse effect on Purchaser's ability to perform any of its obligations hereunder or under any of the Transaction Documents.

4.5 Certificate of Designations. The Certificate of Designations has been duly filed with the Secretary of State of the State of Delaware. The certificate of incorporation of Purchaser has been duly amended by the filing of the Certificate of Designations.

4.6 Brokers. No broker, investment banker or other person is entitled to any broker's, finder's or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser.

4.7 Accuracy. To Purchaser's knowledge, the required disclosures made in this Agreement and the schedules attached hereto are complete and accurate in all material respects, and the scheduled disclosures do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements or facts contained therein, in light of the circumstances under which they were made, not misleading.

4.8 Registration Statement. Purchaser's draft S-1 registration statement dated _________,_________,_________(M/D/Y), a copy of which has been delivered to Seller, complies as to form in all material respects with the requirements of the Securities Act of 1933 and all applicable rules and regulations thereunder, and does not contain any false or misleading statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading.

5.1. Security Arrangements. To secure Seller's obligations under Sections 2.3(d) and (f) hereof until the Purchase Price Reduction is paid in full or is finally determined to be zero, Seller shall (i) not dispose of its Shares of Series B Preferred Stock or (ii) retain the proceeds from the sale of such Shares in escrow pursuant to an escrow agreement acceptable to Purchaser.

5.2. Access; Information; Confidentiality.