ITS ATTORNEYS OR AGENTS IN CONNECTION HEREWITH.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller and LTD, as of the date of this
Agreement and as of Closing, as follows:
SECTION 5.1
AUTHORITY. BUYER HAS ALL REQUISITE RIGHT, POWER, AUTHORITY AND
CAPACITY TO EXECUTE, DELIVER AND PERFORM THIS AGREEMENT.
THIS AGREEMENT HAS
BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY BUYER. THIS AGREEMENT IS THE
VALID AND BINDING OBLIGATION OF BUYER, ENFORCEABLE AGAINST BUYER IN ACCORDANCE
WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY (A) APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, FRAUDULENT
CONVEYANCE, REDEMPTION, REINSTATEMENT, AND OTHER LAWS AFFECTING THE RIGHTS OR
REMEDIES OF CREDITORS GENERALLY AND (B) GENERAL PRINCIPLES OF EQUITY.
SECTION 5.2
INVESTMENT. BUYER IS ACQUIRING THE LTD SHARES FOR INVESTMENT
PURPOSES, AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE THEREOF IN VIOLATION OF
APPLICABLE SECURITIES LAWS AND REGULATIONS.
SECTION 5.3
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE BY
BUYER OF THIS AGREEMENT DOES NOT AND WILL NOT:
(A) CONFLICT WITH, VIOLATE,
RESULT IN A BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY AGREEMENT, INSTRUMENT OR
OBLIGATION TO WHICH BUYER IS A PARTY OR BY WHICH BUYER IS BOUND; (B) CONFLICT
WITH OR VIOLATE ANY ORDER, JUDGMENT, DECREE, STATUTE, RULE OR REGULATION
APPLICABLE TO BUYER; OR (C) REQUIRE ANY CONSENT, APPROVAL OR AUTHORIZATION OF,
OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER THIRD PARTY.
SECTION 5.4
LITIGATION.
THERE IS NO ACTION, SUIT, PROCEEDING OR
INVESTIGATION PENDING, OR TO BUYER'S KNOWLEDGE THREATENED, AGAINST BUYER WHICH
QUESTIONS OR CHALLENGES THE VALIDITY OF THIS AGREEMENT OR ANY ACTION TO BE TAKEN
BY BUYER PURSUANT TO THIS AGREEMENT, AND, TO BUYER'S KNOWLEDGE, THERE IS NO
BASIS FOR ANY SUCH ACTION, SUIT, PROCEEDING OR INVESTIGATION.
Section 5.5
Commitments. Buyer agrees to honor all commitments made by LTD
and Seller in regards to LTD, including the yard lease contract with the JAFZA.
Section 5.6
Due Diligence. Buyer has performed its own audit and completed
its own due diligence in regard to LTD's business and the Balance Sheet.
Buyer
has performed all due diligence with JAFZA in regards to the commitments
reference in Section 5.5.
Section 5.7
Guarantees.
Buyer agrees to formally assume all corporate
guarantees in place signed by Seller as of October 31, 2010.
ARTICLE 6
INDEMNIFICATION
SECTION 6.1
INDEMNIFICATION BY SELLER AND LTD.
FROM AND AFTER THE
CLOSING, EACH OF SELLER AND LTD SHALL INDEMNIFY AND HOLD HARMLESS BUYER FROM AND
AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DEMANDS, CAUSES OF ACTION,
COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES)
(COLLECTIVELY, "CLAIMS") ARISING OUT OF OR RESULTING FROM: (A) ANY
REPRESENTATION OR WARRANTY OF SELLER AND LTD, AS THE CASE MAY BE, IN THIS
AGREEMENT NOT BEING TRUE AND ACCURATE WHEN MADE OR WHEN REQUIRED BY THIS
AGREEMENT TO BE TRUE AND ACCURATE; OR (B) ANY FAILURE BY SELLER AND LTD, AS THE
CASE MAY BE, TO PERFORM ANY OF ITS COVENANTS, AGREEMENTS OR OBLIGATIONS IN THIS
AGREEMENT.
SECTION 6.2
INDEMNIFICATION