SHALL BE ALLOCATED AMONG, THE
TRANSFERRED ASSETS AS SET FORTH ON EXHIBIT A, OR IN ACCORDANCE WITH SUCH OTHER
ALLOCATION AS THE PARTIES SHALL MUTUALLY AGREE NOT LATER THAN 60 DAYS AFTER THE
CLOSING DATE.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser as follows:
3.1
ORGANIZATION AND AUTHORITY OF SELLER.
SELLER IS A CORPORATION
DULY INCORPORATED AND VALIDLY SUBSISTING AND IN GOOD STANDING UNDER THE LAWS OF
THE STATE OF COLORADO.
SELLER HAS ALL CORPORATE POWER AND AUTHORITY TO OWN ITS
ASSETS AND PROPERTIES AND TO CARRY ON ITS BUSINESS AS IT IS NOW BEING
CONDUCTED.
SELLER IS DULY QUALIFIED AS A FOREIGN ENTITY TO DO BUSINESS, AND IS
IN GOOD STANDING, IN EACH JURISDICTION WHERE THE FAILURE TO BE SO QUALIFIED
WOULD HAVE A MATERIAL ADVERSE EFFECT.
SELLER USES THE TRADE OR BUSINESS NAME OF
IMI GLOBAL, INC., IMI, INC.,
8
CATTLENETWORK, CATTLESTORE, AGNETWORK AND SWINENETWORK AND SELLER AND IMI
GLOBAL, INC., IMI, INC., CATTLENETWORK, CATTLESTORE, AGNETWORK AND SWINENETWORK
ARE, FOR ALL PURPOSES, THE SAME ENTITY.
IMI GLOBAL, INC., IMI, INC.,
CATTLENETWORK, CATTLESTORE, AGNETWORK AND SWINENETWORK HAVE NO SEPARATE
EXISTENCE APART FROM SELLER.
ANY AND ALL REFERENCES TO IMI GLOBAL, INC.,
IMI, INC., CATTLENETWORK, CATTLESTORE, AGNETWORK AND SWINENETWORK IN ANY
TRANSFERRED ASSET, INCLUDING, BUT NOT LIMITED TO, IMI GLOBAL, INC., IMI, INC.,
CATTLENETWORK, CATTLESTORE, AGNETWORK AND SWINENETWORK BEING NAMED AS A PARTY TO
ANY ASSUMED CONTRACT, HAS THE SAME LEGAL EFFECT AND MEANING AS THOUGH SUCH
REFERENCE WAS TO SELLER.
3.2
[RESERVED].
3.3
AUTHORITY RELATIVE TO THIS AGREEMENT.
SELLER HAS THE RIGHT, POWER
AND CAPACITY TO EXECUTE AND DELIVER OR CAUSE TO BE DELIVERED EACH CERTIFICATE,
AGREEMENT, DOCUMENT OR OTHER INSTRUMENT TO BE EXECUTED AND DELIVERED BY SELLER
IN CONNECTION WITH THE TRANSACTIONS AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND
THEREUNDER AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THE TRANSACTIONS HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION ON THE PART OF SELLER.
THIS AGREEMENT HAS BEEN, AND THE OTHER
DOCUMENTS CONTEMPLATED TO BE EXECUTED BY SELLER HEREBY WILL BE AS OF THE
CLOSING, DULY EXECUTED AND DELIVERED BY SELLER AND CONSTITUTE OR WILL CONSTITUTE
THE LEGAL, VALID AND BINDING OBLIGATION OF SELLER, ENFORCEABLE AGAINST SELLER IN
ACCORDANCE WITH THE TERMS HEREOF OR THEREOF, EXCEPT THAT SUCH ENFORCEABILITY
(A) MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, FRAUDULENT TRANSFER,
REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS OF GENERAL APPLICABILITY
AFFECTING OR RELATING TO THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND
(B) IS SUBJECT TO GENERAL PRINCIPLES OF EQUITY, WHETHER CONSIDERED IN A
PROCEEDING AT LAW OR IN EQUITY.
3.4
CONSENTS AND APPROVALS; NO VIOLATIONS.
EXCEPT AS SET FORTH ON
SCHEDULE 3.4, NO FILING OR REGISTRATION WITH, OR NOTICE TO, AND NO PERMIT,
AUTHORIZATION, CONSENT OR APPROVAL OF, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER
PERSON, INCLUDING ANY PARTY TO ANY ASSUMED CONTRACT, IS NECESSARY OR REQUIRED IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER OR FOR
THE CONSUMMATION BY SELLER OF THE TRANSACTIONS.
NEITHER THE EXECUTION OR