BREACH OR DEFAULT, OR BE IN CONFLICT WITH OR CONSTITUTE, WITH OR
WITHOUT THE PASSAGE OF TIME OR THE GIVING OF NOTICE OR BOTH, EITHER A DEFAULT
UNDER ANY SUCH CONSTITUTIONAL DOCUMENTS, ANY SUCH CONTRACT, AGREEMENT OR
INSTRUMENT OR A VIOLATION OF ANY STATUTES, LAWS, REGULATIONS OR ORDERS, OR AN
EVENT WHICH RESULTS IN THE CREATION OF ANY LIEN, CHARGE OR ENCUMBRANCE UPON ANY
ASSET OF THE COMPANY. ESPECIALLY, THE COMPANY SHALL GUARANTEE THAT THE SALE OF
THE EQUITY INTERESTS PURSUANT TO THIS AGREEMENT WILL NOT
10
affect any of the Company's Intellectual Property rights or licenses with
respect to CSP technology.
2.15
ENVIRONMENTAL AND SAFETY LAWS.
TO THE COMPANY'S KNOWLEDGE, THE
COMPANY IS NOT IN VIOLATION OF ANY APPLICABLE STATUTE, LAW, OR REGULATION
RELATING TO THE ENVIRONMENT OR OCCUPATIONAL HEALTH AND SAFETY, AND TO ITS
KNOWLEDGE, NO MATERIAL EXPENDITURES ARE OR WILL BE REQUIRED IN ORDER TO COMPLY
WITH ANY SUCH EXISTING STATUTE, LAW, OR REGULATION.
2.16
OBLIGATIONS OF MANAGEMENT.
EACH EMPLOYEE AND CONSULTANT OF THE
COMPANY IS CURRENTLY DEVOTING ONE HUNDRED PERCENT (100%) OF HIS OR HER WORKING
TIME TO THE CONDUCT OF THE BUSINESS OF THE COMPANY.
THE COMPANY IS NOT AWARE
THAT ANY SUCH EMPLOYEE IS PLANNING TO WORK LESS THAN FULLTIME AT THE COMPANY IN
THE FUTURE.
TO THE KNOWLEDGE OF THE COMPANY, NO SUCH EMPLOYEE IS CURRENTLY
WORKING FOR A COMPETITIVE ENTERPRISE, WHETHER OR NOT SUCH PERSON IS OR WILL BE
COMPENSATED BY SUCH ENTERPRISE.
2.17
USE OF PROCEEDS.
THE COMPANY WILL USE THE PROCEEDS OF THE SALE OF
THE EQUITY INTERESTS FOR INCREASE OF ITS PRODUCTION CAPABILITY AND WORKING
CAPITAL. NO PROCEEDS WILL BE USED TO PAY OFF THE COMPANY'S DEBTS AND LIABILITIES
OUTSTANDING PRIOR TO THE CLOSING.
2.18
MINUTE BOOKS.
THE MINUTE BOOKS OF THE COMPANY MADE AVAILABLE TO
THE INVESTOR CONTAIN A COMPLETE SUMMARY OF ALL MEETINGS AND ACTIONS TAKEN BY
DIRECTORS AND SHAREHOLDERS OR OWNERS OF THE COMPANY SINCE ITS TIME OF FORMATION,
AND REFLECT ALL TRANSACTIONS REFERRED TO IN SUCH MEETINGS AND ACTIONS ACCURATELY
IN ALL MATERIAL RESPECTS.
2.19
DISCLOSURE.
NO REPRESENTATION OR WARRANTY BY THE COMPANY IN THIS
AGREEMENT OR IN ANY WRITTEN STATEMENT OR CERTIFICATE FURNISHED OR TO BE
FURNISHED TO THE INVESTOR PURSUANT TO ANY TRANSACTION DOCUMENT CONTAINS OR WILL
CONTAIN ANY UNTRUE STATEMENT OF FACT OR OMITS OR WILL OMIT TO STATE ANY FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY ARE MADE, NOT MISLEADING IN
ANY WAY.
THE COMPANY HAS FULLY PROVIDED THE INVESTOR WITH ALL THE INFORMATION
THAT THE INVESTOR HAS REQUESTED FOR THE PURPOSE OF DECIDING WHETHER TO PURCHASE
THE EQUITY INTERESTS AND ALL INFORMATION THAT COULD REASONABLY BE EXPECTED TO
ENABLE THE INVESTOR TO MAKE SUCH DECISION.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
The Investor hereby represents and warrants to the Company as follows:
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3.1
AUTHORIZATION.
THE INVESTOR HAS ALL REQUISITE POWER AND AUTHORITY
TO EXECUTE AND DELIVER THE TRANSACTION DOCUMENTS,